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ADDENDUM # 1

COMMERCIAL

VOLUME IA OF V
GSPL/TS/110/001
Padamla Godhara Pipe Line Project
Gujarat State Petronet Ltd Rev 0

COMMERCIAL PART- 1A

TABLE OF CONTENTS

Section I Invitation for Bid(IFB)


Section II Instructions to Bidders (ITB)
Section III Bid Data Sheet (BDS)
Section IV General Conditions of Contract (GCC)
Section V Special Conditions of Contract (SCC)
Section VI Terms & Procedure of Payment
Section VII Change Order Procedure
Section VIII Forms and Procedures (FP)

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Acronyms

BDS Bid Data Sheet


CIF Cost, Insurance and Freight
C&F Cost & Freight
CIP Carriage and Insurance Paid to Project Site
CPM Critical Path Method
EDI Electronic Data Interchange
EXW Ex factory, ex works or ex warehouse
FCA Free Carrier
FIDIC Federation Internationale des Ingénue’s Conseils (International
Federation of Consulting Engineers)
FOB Free on Board
GCC General Conditions of Contract
IFB Invitation for Bids
ITB Instructions to Bidders
SBD Standard Bidding Document
SCC Special Conditions of Contract

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Section I

INVITATION FOR BIDS


(IFB)

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INVITATION FOR BIDS

COVER LETTER ATTACHED

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DISCLAIMER

1. All information contained in this document (the “Bidding Document”), or


which information is subsequently provided, by or on behalf of Gujarat State
Petronet Limited (the “Owner”) is being provided to the Bidder(s) for the
purpose of inviting Bids and does not constitute nor should be interpreted as
an offer.

2. This Bidding Document is meant to provide information only and is issued


upon an express understanding and agreement that the Bidders will use it
only for the purpose of preparing and submitting the Bid and for the purpose
necessarily associated herewith and for no other purpose whatsoever.

3. The purpose of this Bidding Document is to provide the Bidders with basic
and preliminary information to assist them in the preparation of their Bids for
undertaking the Project (defined hereinafter) but it is not intended to form
the basis of any decision on part of the Bidder(s) to proceed with the Project.

4. The Owner makes no representation or warranty, express or implied, as to


the accuracy, correctness and completeness of the information contained in
the Bidding Documents. Each Bidder must conduct his own investigation and
analysis and should check the accuracy, reliability and completeness of the
information and obtain independent advice in relation to the same from
appropriate sources.

5. While this Bidding Document has been prepared in good faith, neither the
Owner nor its consultants, officers or employees make any representation or
warranty or shall have any responsibility or liability whatsoever in respect of
any statements or omissions here from. Any liability is accordingly expressly
disclaimed by the Owner, its consultants, respective officers, agents and
employees even if any loss or damage is caused by any act or omission on
the part of the Owner, its consultants, officers, agents or employees, whether
negligent or otherwise.

6. By acceptance of this Bidding Document, the Bidders agrees that information


contained herein supersedes document(s) or earlier information, if any, in
relation to the Project. This Bidding Document and any information herewith
will be superseded by any later written information on the same subject made
available to the recipient by or on behalf of the Owner.

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7. Each Bidder agrees, understands and accepts that the information contained
in this Bidding Document is subject to change without notice. Further, in no
event, may it be assumed that there shall be no deviation or change in any of
the information mentioned herein. The Owner, at its own discretion, without
any obligation to do so, may, update, amend or supplement any information
contained in this Bidding Document, including the evaluation methodology, at
any time prior to the submission of the Bids.

8. Each Bidder unconditionally agrees, understands and accepts that the Owner
reserves the right to accept or reject any or all Bids without giving any reason.
Neither the Owner nor its employees or advisers shall entertain any claim of
any nature, whatsoever, including without limitation, any claim seeking
expenses in relation to the preparation of Bids.

9. This Bidding Document has not been filed, registered or approved in any
jurisdiction. Recipients of this Bidding Document resident in jurisdictions
outside India should inform themselves of, and observe any applicable legal
requirements.

10. Bidders are advised to note that the Owner reserves the right, at any point in
time, for any reason, in its sole discretion, to amend, change, modify,
advance, delay or otherwise cease this bidding process.

11. The Owner is not bound to accept any or all the offers. The Owner reserves
the right to reject any or all the offers without assigning any reason. The
Owner further reserves the right to negotiate with any or all bidders in relation
to their offers. No Bidder shall have any cause of action or claim against the
Owner or its officers, employees, consultants, agents, successors or
assignees for rejection of its offer.

12. All Bids, including any and all supporting documents submitted therewith,
pursuant to this Bidding Document, once submitted, shall become the
property of the Owner. Provided however, any intellectual property rights
existing in the information contained in such Bid will remain the property of
the Bidder (or other persons, as appropriate) submitting that Bid. Provided
further that the Bidder shall have deemed to have licensed and authorised the
Owner, its officers, employees, advisers, consultants and agents to copy,
adapt, disclose or to use, as the Owner may deem fit, all information and
material contained in the Bid for the purposes of the Bid Process including,
without limitation, evaluation of the Bids.
For abundant caution it is hereby expressly clarified that the Owner and/or its
employees, officers, consultants, advisers or other representative may make
such copies of the Bids as they, in their sole discretion, may require.

13. Any extension of time to be granted to any Bidder for submission of its Bid
shall be at the sole discretion of the Owner. Each Bidder should satisfy itself

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that the Bidding Documents are complete in all respects. In the event that the
Bidding Document or any part thereof is mutilated or missing, the Bidder shall
notify the Owner immediately at the following address:

GUJARAT STATE PETRONET LTD.


GSPC Bhavan,
Sector-11, Gandhinagar-382 011,
Gujarat
INDIA

Attn: Mr.N.Bosebabu, Sr.Manager


Phone: 079-66701503
Facsimile: 079-23244973

In the event such written notice is not received at the aforementioned office
within 15 days from the date of issue of the Bid Documents to the Bidder, the
Bid Documents received by the Bidder shall be deemed to be complete in all
respects.

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Section II

ISTRUCTION TO BIDDERS
(ITB)

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Section II. Instructions to Bidders

Notes on the Instructions to Bidders


This section of the bidding documents provides the information necessary for
bidders to prepare responsive bids, in accordance with the requirements of the
Owner. It also provides information on bid submission, opening and evaluation, and
on contract award.

Section III consists of provisions that supplement, amend, or specify in detail


information or requirements included in Section II and are specific to this
project.

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CONTENTS (ITB)
1.OWNER AND PROJECT 13
2. ELIGIBLE BIDDERS AND CONFLICT OF INTEREST 13
3. ELIGIBLE PLANT, EQUIPMENT AND SERVICES 14
4. COST OF BIDDING 14

5. CONTENT OF BIDDING DOCUMENTS 14

6. CLARIFICATION OF BIDDING DOCUMENTS AND PRE-BID MEETING 16


7. AMENDMENT OF BIDDING DOCUMENTS 17
8. LANGUAGE OF BID 18
9. DOCUMENTS COMPRISING THE BID 18
10. BID FORM AND PRICE SCHEDULES 24
11. BID PRICES 25
12. BID CURRENCY 30
13. BID SECURITY 30
14. PERIOD OF VALIDITY OF BID 32
15. FORMAT AND SIGNING OF BID 32
16. SEALING AND MARKING OF BIDS 33
17. DEADLINE FOR SUBMISSION OF BIDS 35
18. LATE BIDS 35
19. MODIFICATION AND WITHDRAWAL OF BIDS 35
20. OPENING OF BIDS BY OWNER 36
21. CLARIFICATION OF BIDS 37
22. PRELIMINARY EXAMINATION OF BIDS 37
23. CONVERSION TO SINGLE CURRENCY 39
24. TECHNICAL EVALUATION 39
25. COMMERCIAL EVALUATION 40
26. DOMESTIC PREFERENCE 42
27. CONTACTING THE OWNER 43
28. EVALUATION 43
29. AWARD CRITERIA 44

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30. OWNER’S RIGHT TO ACCEPT ANY BID AND TO REJECT ANY OR ALL
BIDS 44
31. NOTIFICATION OF AWARD 45
32. SIGNING THE CONTRACT AGREEMENT 45
33. PERFORMANCE SECURITY 45
34. ADJUDICATOR 46
35. CORRUPT OR FRAUDULENT PRACTICES 46
36. GOVERNING LAW 46

37. RETURN OR DESTRUCTION OF INFORMATION 46

38. MATERIAL CHANGES 47

39. OTHER RIGHTS OF THE OWNER 47

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Instructions to Bidders (ITB)

A. The Bidding Documents

1.0 Owner and Project

1.1 The Owner, Gujarat State Petronet Limited (GSPL), with its registered
office in Gandhinagar, Gujarat, seeks to implement the Project for laying
gas transmission pipeline between Padamla (Baroda) to Godhara as per
details provided in this Bid Document.

1.2 The Contract relates to construction of certain facilities by carrying out the
following specific work scopes :
• Supply of Equipment from within India
• Installation and construction services
• Onshore services
• Supply of mandatory spares from within India
as fully described in separate Annexure as “Scope of Work”
2.0 Eligible Bidders and conflict of interest

2.1 This Invitation for Bids, issued by the Owner is open to the invited parties
only subject to their fulfilling the threshold minimum eligibility criterion
specified in the pre-qualification procedure.

2.2 Bidders should not be associated in any capacity whatsoever, or have


been associated in the past, directly or indirectly, with a firm or any of its
affiliates that has been engaged by the Owner to provide consulting
services for the preparation of the basic design, specifications, and other
documents to be used for the construction or procurement of the facilities
to be installed under this Invitation for Bids.

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3.0 Eligible Plant, Equipment, and Services

3.1 For the purposes of these bidding documents, the words “facilities,” “plant
and equipment,” “installation and construction services,” etc., shall be
construed in accordance with the respective definitions given to them in the
General Conditions of Contract, Special Conditions of Contract and the
Technical Specifications and shall mean the entire pipeline system from
Padamla (Baroda) to Halol (Godhara) so defined in this bid document
and all associated works and services.
3.2 All plant and equipment to be supplied and installed and services carried
out under the contract shall conform to technical standards and
specifications specified herein in the Bid Documents and shall be new and
unused and designed for an operating life of 40 (forty) years.

4.0 Cost of Bidding

4.1 The Bidder shall bear all costs associated with the preparation and
submission of its bid, including costs & expenses related to site visit and
the Owner will in no case be responsible or liable for these costs,
regardless of the conduct or outcome of the bidding process.

B. The Bidding Documents

5.0 Content of Bidding Documents


5.1 The facilities required, bidding procedures, contract terms and technical
requirements are prescribed in the bidding documents. The bidding documents
include the following sections:
Invitation for Bids (IFB)
Instructions to Bidders (ITB)
Bid Data Sheet (BDS)
General Conditions of Contract (GCC)
Special Conditions of Contract (SCC) together with the Annexure attached
thereto

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Technical Specifications and Drawings


Forms and Procedures (FP)
1. Bid Form
2. Bidder’s General Information
3. List of Enclosures and Annual Turnover Data
4. Present Commitments of the Bidder
5. Proposed Sub-contractor’s List
6. No Deviation Certificate
7. PF Registration
8. Letter of Authority
9. Consortium Agreement Form
10. Form for Bid Security/ EMD
11. Form for Performance Bank Guarantee
12. Form for Equipment Mobilization Bank Guarantee
13. Form for Declaration of Credit Input
14. Indemnity Bond
15. Certificate
16. Checklist
17. Form of Contract Agreement
18. Bank Guarantee Form for Advance Payment
19. Form of Operational Acceptance Certificate
20. Power of Attorney for bid document Signatory.
21. HSE Agreement
22. CVs of key personnel.

5.2 The Bidder is expected to examine all instructions, forms, terms, specifications
and other information in the bidding documents. Failure to furnish all
information required by the bidding documents or submission of a bid not
substantially responsive to the bidding documents in every respect will be at
the Bidder’s risk and may result in rejection of its bid.

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6.0 Clarification of Bidding Documents and Pre-Bid Meeting

6.1 A prospective Bidder requiring any clarification of the bidding documents may
notify the Owner in writing or by fax at the Owner’s mailing address indicated in
the Bid Data Sheet. Similarly, if a Bidder feels that any important provision in
the documents, such as those listed in ITB Sub-Clause 22.5, will be
unacceptable, such an issue should be raised at this stage. The Owner shall
consider the issue and accept or reject it at its sole discretion. The Owner will
respond in writing to any request for clarification or modification of the bidding
documents that it receives no later than four (4) days prior to the date for pre-
bid meeting specified by the Owner. Written copies of the Owner’s response
will be sent to all prospective bidders who have received the bidding
documents.
6.2 Adequacies of the information provided in the bid are indicative and are for
general guidance only. The Bidder is advised to visit and examine the site and
routes where the facilities are to be installed and its surroundings and obtain
for itself on its own responsibility all information that may be necessary for
preparing the bid and entering into a contract for supply and installation of the
facilities. The costs of visiting the site shall be at the Bidder’s own expense.
6.3 The Bidder and any of its personnel or agents will be granted permission by
the Owner to enter upon its premises and lands for the purpose of such
inspection [to the extent such rights are available to the Owner], but only upon
the express condition that the Bidder, its personnel and agents will release and
indemnify the Owner and its personnel and agents from and against all liability
in respect thereof and will be responsible for death or personal injury, loss of or
damage to property and any other loss, damage, costs and expenses incurred
as a result of the inspection.
6.4 The Bidder’s designated representative [duly authorized through a Power of
Attorney in this regard] is invited to attend a pre-bid meeting, which, if
convened, will take place at the venue and time stipulated in the Bid Data
Sheet. The purpose of the meeting will be to clarify issues and to answer
questions on any matter that may be raised at that stage. The Bidder is

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requested, as far as possible, to submit any question in writing or by fax, to


reach the Owner not later than four (4) days before the Pre-bid meeting. It may
not be practicable at the meeting to answer questions received late, but
questions and responses will be transmitted as indicated hereafter. Minutes of
the meeting, including the text of the questions raised and the responses
given, together with any responses prepared after the meeting will be
transmitted without delay to all recipients of the bidding documents. Any
modification of the bidding documents listed in ITB Sub-Clause 5.1 that may
become necessary as a result of the pre-bid meeting shall be made by the
Owner exclusively through the issue of an Addendum pursuant to ITB Clause 7
that may be indicated as a specific addendum through the minutes of the pre-
bid meeting.
7.0 Amendment of Bidding Documents

7.1 Notwithstanding anything to the contrary, the Owner hereby reserves the right
to, at any time prior to the deadline for submission of bids, the Owner may, for
any reason, whether at its own initiative, or in response to a clarification
requested by a prospective Bidder, modify or in any way amend, whether the
whole or any part of the bidding documents. Such amendments shall form part
of the bidding document.
7.2 These amendments to the bid documents, if required, may be carried out at
the following stages – During Bidders’ meeting for clarifications, after
submission of bid but before opening of Technical bid, after opening the
technical bid and short listing of Bidders but before the Price bid submission.
7.3 The amendment will be notified in writing or by cable or Electronic Data
interface (EDI) to all prospective bidders that have received the bidding
documents and shall be binding on them. Bidders are required to immediately
acknowledge receipt of any such amendment, and it will be assumed that the
Bidder in its bid will have taken the information contained therein into account.
The Bidders late or non receipt of any amendment and/or modification or
failure to acknowledge the receipt of any amendment and/or modification shall

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not relieve the Bidder from being bound by such amendment and/or
modification.
7.4 In order to afford prospective Bidders reasonable time in which to take the
amendment into account in preparing their bid, the Owner may, at its
discretion, extend the deadline for the submission of bids, in which case, the
Owner will notify all bidders in writing of the extended deadline.

C. Preparation of Bids

8.0 Language of Bid


8.1 The bid prepared by the Bidder and all correspondence and documents related
to the bid exchanged by the Bidder and the Owner shall be written in the
language specified in the Bid Data Sheet (English) only.
9.0 Documents Comprising the Bid
9.1 The bid submitted by the Bidder shall comprise the following documents:
(a) Bid Form duly completed and signed by the Bidder, together with all
Attachments identified in ITB Sub- Clause 9.3 below and The Technical Bid
(Part I) in a sealed envelope.
(b) Price Schedules duly completed by the Bidder in the Price Bid (Part II) in a
separate sealed envelop.
9.2 Bidders shall note that, only if permitted according to the Bid Data Sheet, they
are entitled to submit an alternative bid within the scope specified in the Bid
Data Sheet. In such cases, bidders shall submit full details and justifications,
etc., in Attachment 7 to the bid as indicated in Section II. Instructions to
Bidders ITB Sub-Clause 9.3 (g) below.

9.3 Each Bidder shall submit with its bid the following attachments:
(a) Attachment 1: Bid Security
A bid security furnished in accordance with ITB Clause 13.

(b) Attachment 2: Power of Attorney


A power of attorney, duly notarized from all the JV partners, indicating the
person(s) signing the bid has(ve) the authority to sign the bid and thus that the

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bid is binding upon the Bidder during the full period of its validity in accordance
with ITB Clause 14. Any persons attending the pre-bid meeting, signing the
Minutes of Meeting, and negotiating with the Owner shall also be authorized
through a Power of Attorney in this regard.

(c) Attachment 3: Bidder’s Eligibility and Qualifications


The Bidder shall provide documentary evidence (in a form satisfactory to the
Owner) of the Bidder’s and its sub-contractor’s qualifications to perform the
contract, if its bid is accepted, and shall establish to the Owner’s satisfaction
that the Bidder has the financial, technical, production, procurement, shipping,
installation and other capabilities necessary to perform the contract, and, in
particular, meets the experience and other criteria outlined in the Bid Data
Sheet. Bidders shall use the Proforma of the Expression of Interest
submissions to submit additional information (latest audited annual accounts of
March 31, 2006 for Indian bidders and latest audited annual account of Dec
31, 2006 for foreign bidders - signed by directors, details of EPC / Lump sum
Turnkey works carried out in the past five years in the hydrocarbon pipeline
sector). If there has been a material change in the financial and legal
qualification of the bidders after the submission of the Expression of Interest,
the bidders shall submit a statement to that effect or clearly indicate that there
has been no material change in the financial or legal status of the bidders
since pre-qualification.

Bids submitted by a joint venture or a consortium of two firms as partners shall


comply with the following requirements:

(i) The bid shall include all the information required for Attachment 3 as described
above for each joint venture or consortium partner.

Consortium partner must jointly fulfill the minimum eligibility criteria as detailed
in the Bidding Documents. Each of the consortium partners must fulfill the
financial criteria as Detailed in the Bid Documents.

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The Original and all copies of the bids (Technical & Priced Bid) shall be typed
or written in indelible ink and shall be signed by the Bidder or a person or
persons duly authorized to sign on behalf of the Bidder. Such authorization
shall be written power of attorney accompanying the bid. All pages of the bid
except any catalogues/ literatures shall be initiated by the person/ persons
signing the bid and also sealed by the Bidder on each page.

(ii) The bid shall be signed by or on behalf of all participating joint venture partners
so as to be legally binding on all partners jointly and severally.

(iii) One of the partners responsible for performing a key component of the
construction contract shall be designated by the other members of the
consortium as the leader of the consortium (“Consortium Leader”) with the
power to act for and bind each Member of the consortium; this authorization
shall be evidenced by submitting with the bid a power of attorney signed by
legally authorized signatures of all partners, whereby the Consortium Leader
shall be authorised to sign and submit the Bid, incur liabilities and conduct
correspondence which shall be binding on all consortium partners.

(iv) The Consortium leader shall be authorized to incur liabilities and receive
instructions for and on behalf of any and all partners of the joint venture or
consortium, and the entire execution of the contract, excluding payment, shall
be done exclusively with the Consortium leader.

(v) Each and every Consortium Member of the selected Bidder shall be jointly and
severally liable for the execution of the Scope of Work (including but not limited
to onshore supply, onshore service and installation and construction) and shall
work on a co-ordinated seamless and turnkey basis.

(vi) A certified copy of the duly executed agreement entered into by the joint venture
or consortium partners shall be submitted with the bid. The agreement
between the joint venture or consortium partners shall not expire during the bid

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validity period, including any extension thereof. It is hereby expressly clarified


that the composition of the consortium may not be altered without the prior
written consent of the Owner.

(vii) A duly signed and stamped copy of the entire bid document shall be submitted
along with the technical bid (with no price in the Price Schedules) as a token of
acceptance of the provisions of the bid document .
In order for a joint venture or consortium to qualify, a combination of the
partners must meet the minimum eligibility criteria. Failure to comply with this
requirement will result in rejection of the joint venture or consortium’s bid.
A firm can be a partner in only one joint venture or consortium; bids submitted
by joint ventures or consortia including the same firm as partner will be
rejected.
In the case of a Bidder who offers to supply and/or install plant and equipment
under the contract that the Bidder did not manufacture or otherwise produce
and/or install, the Bidder shall (i) have the financial and other capabilities
necessary to perform the contract; (ii) have been duly authorized by the
manufacturer or producer of the related plant and equipment or component to
supply and/or install that item in the Owner’s country; and (iii) be responsible
for ensuring that the manufacturer or producer complies with the requirements
of ITB Sub-Clause 2.1 and is found to conform to the technical standards and
specifications.

(d) Attachment 4: Eligibility and Conformity of the Facilities

Documentary evidence established in accordance with ITB Clause 3 that the


facilities offered by the Bidder in its bid are eligible and conform to the
technical specifications provided in the bidding documents.

The documentary evidence of the conformity of the facilities to the bidding


documents may be in the form of literature, drawings and data, and shall
furnish:

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(i) A detailed description of the essential technical and performance


characteristics of the facilities;
(ii) a list giving full particulars, including available sources, of all spare parts,
special tools, etc., necessary for the proper and continuing functioning of the
facilities for the period (2 years) named in the Bid Data Sheet, following
completion of facilities in accordance with provisions of the GCC and SCC; and
(iii) A commentary on the Owner’s Technical Specifications and adequate
evidence demonstrating the substantial responsiveness of the facilities to
those specifications. Bidders shall note that standards for workmanship,
materials and equipment designated by the Owner in the bidding documents
are intended to be descriptive (establishing standards of quality and
performance) only and not restrictive. The Bidder may substitute alternative
brand names and/or catalogue numbers in its bid, provided that it
demonstrates to the Owner’s satisfaction that the substitutions are
substantially equivalent or superior to the standards designated in the
Technical Specifications.
(iv) Construction Methodology and Project Management Plan (clearly stating the
role of each consortium partner in each task and along with their
responsibilities matrix), Manpower Deployment and Organization Plan and
Quality Assurance Plan with details of the methodology to be followed to
construct the Facilities in accordance with the provisions of the Bid Document.
Detailed CV and employment record of the key personnel to be deployed for
the project management of the construction.

Detailed CV of key personnel, i.e. Project Manager, Construction Manager,


QA/QC Manager, and HSE Manager shall be submitted along with the bid
document. In case of joint venture or consortium, the above mentioned key
personnel has to be from the joint venture/consortium partner qualifying for the
experience criteria under the pre-qualification criteria. The project manager
should have 10 yrs of experience and other key personnel should have
minimum 5 yrs of experience in construction of oil or gas pipeline.
(e) Attachment 5: Subcontractors Proposed by the Bidder

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The Bidder shall include in its bid details of all major items of supply or
services for Major and Minor Items (as defined in this Bid Document) in that it
proposes to purchase or sublet, and shall give details of the name and
nationality of the proposed Subcontractor, including vendors, for each of those
items. Bidders are free to list more than one Subcontractor against each item
of the facilities. Quoted rates and prices shall be deemed to apply to whichever
Subcontractor is appointed, and no adjustment of the rates and prices will be
permitted.
The Bidder shall be responsible for ensuring that any Subcontractor proposed
complies with the requirements of ITB Sub-Clause 2.1, and that any plant,
equipment or services to be provided by the Subcontractor comply with the
requirements of ITB Clause 3 and ITB Sub-Clause 9.3 (c).
The Owner shall specify an indicative list of suppliers/ service providers for the
following items (the “Major Items”) as an Annexure to this Bid Document:
Line Pipes
Ball Valves
Metering and filtration skid
Telecomm
Station Pipes
Panels
HDD
SL&R
CP Work
Insulation Joint
OFC
Flow Tee
Launcher & Receiver
Electrical / Instrumentation

Provision of hiring of consultancy services for Engineering services shall also


be a Major Item and shall be subject to the approval of the Owner.

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The Owner reserves the right to delete any proposed Subcontractor from the
list prior to award of contract, and after discussion between the Owner and the
Contractor, the corresponding Appendix to the form of Contract Agreement
shall be completed, listing the approved Subcontractors for each item
concerned. The bidder shall, if the Owner rejects a supplier / subcontractor for
a major item during the Technical Bid evaluation stage for failing to meet the
technical specifications and standards, replace such supplier / subcontractor
without any right to revise the Price Bid and with no additional costs to Owner.

(f) Attachment 6: Deviations

No deviations to the tender documents are permitted. Bidder to submit NO


deviation certificate in the format enclosed.

(g) Attachment 7

Alternative Bids. No alternative bids will be allowed except to the extent


allowed in the Bid Data Sheet.

(h) Attachment 8

The bidder shall submit HSE agreement (as per agreement document
enclosed in the tender) duly signed by the authorised person.

10.0 Bid Form and Price Schedules


10.1 The Owner invites sealed Bids, under two bid separate envelope system, for
the entire Scope of Work, services and activities covered under the bidding
document. All Bids are to be completed and submitted to the Owner in
accordance with the Bid submission procedure set forth in the bidding
documents. The first envelope comprises the “Technical Bid” and the second
envelope comprises the “Price Bid”.

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11.0 Bid Prices


11.1 The Bid Price is the aggregate of the price payable by the Owner towards the
specific scope of work as indicated in ITB clause 11.2, along with the annexure
to be performed by the Bidder.
11.2 Bidders are required to quote the price for the commercial, contractual and
technical obligations outlined in the bidding documents.
Pursuant to ITB clause 11.1, Bidders shall give a breakdown of the prices in
the manner and detail called for in the Price Schedule (Standard Forms and
Procedures), which seeks to provide the individual break up for the various
scope of work as enumerated in Scope of Work of the Contract, aggregate of
which works out to be the Bid Price. Specifically, the Bidders shall present
their prices in the following manner:
Separate numbered Schedules shall be used for each of the following
elements.
Schedule No. 1A Supply of Plant and Equipment from within India
Schedule No. 1B Onshore services
Schedule No. 2 Installation and Construction services
Schedule No. 3 Supply of Mandatory Spares from India
Schedule No. 4 Grand Summary (Schedule Nos. 1 to 3)

Bidders shall note the following:

a) Plant and Equipment included in Schedule No. 1A excludes materials used


for civil, building and other construction works. All such materials shall be
included and priced under Schedule No. 2, Installation and Construction
Services. Any material not covered in Schedule 1A shall also be included
in Schedule 2. Bidders are not required to furnish price and quantity for these
materials.
(b) Onshore services means all such services within India necessary for making
available domestic supplies of Plant and Equipment at site including inland
transportation, loading, unloading, insurance and other local services required
in relation to the supply of the said goods at Site.

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(c) Installation and Construction Services” means all such services necessary for
construction of the Facility using the Plant and Equipment and including
without limitations engineering design, fabrication, construction, installation,
civil, building and other construction works , completion of the facilities,
testing, pre-commissioning and commissioning of the facilities, inspection,
site preparation works {including the provision and use of Contractor’s
Equipment and the supply of all construction materials required such as
consumables, wielding electrodes, joint coating materials, end-sleeves,
casing pipes, markers, Cathodic protection system ( TCP/PCP) etc},
operations, maintenance, the provision of operations and maintenance
manuals, training, etc
11.3 The Grand Summary (Schedule 4) shall be one Lump sum amount in Indian
Rupees, as applicable (inclusive of all taxes, duties, levies, cess applicable
thereon, and applicable insurance to the extent specified as the responsibility
of the Contractor) for executing the works as described in the Bid Document
broken up into the Scheduled indicated in the Price Schedules (including
Mandatory Spares).
11.4 Bidders shall compute the lump sum prices as follows considering the
following principles:

(a) Plant and Equipment, including all spares, manufactured or fabricated within
India (Schedule 1A and 3) shall be on EXW (ex-factory, ex-works, ex-
warehouse or off-the-shelf, as applicable) price basis.
(b) Onshore Services and Installation and Construction at Site (Schedules IB
and 2) shall be quoted separately.

(c) In relation to (b) above, the price shall include rates or prices for all
construction material, permanent or temporary labour, contractor’s
equipment, temporary works, all materials and supplies, consumables and
all matters and things of whatsoever nature, including operations and
maintenance services, the provision of operations and maintenance

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manuals, training, etc., where identified in the bidding documents, as


necessary for the proper execution of the said services

(d) While indicating the bid price for all of the above, the following points must
be factored:
• Bid prices for each of the above activities will be inclusive of all taxes, duties,
levies and charges payable in India whether under Central, State or Local laws
applicable in India as well as those leviable outside India
• All indirect taxes leviable on the transaction between the Bidder and the Owner
shall be separately indicated while arriving at the Bid price. In addition the rate
of tax so applied in computing the aforementioned taxes must also be
specifically indicated.
• It must be clearly understood that the bid price comprise of the base value and
the taxes thereon and such taxes must be clearly quantified as per format
referred to above
• Where the Bidder is not the manufacturer of the Plant, Equipment and spares
Supplied from within India and is instead a first stage/second stage dealer, it
must also mention the Ex-factory value of such Plant Equipment and spares
being supplied and the Excise duty thereon, at which it had procured the said
goods for supply to the Owner

(e) Notwithstanding anything contained hereinabove,

i. The bidders shall familiarize themselves with respect to taxes in India.


ii. The Owner would not issue Form C for interstate supplies proposed to be
made by the Bidder
iii. All taxes and duties forming part of the bid price (and specifically listed in the
price schedule and applicable on the transaction directly between the
Contractor and the Owner), would be paid by the Owner on submission of
documentary proof of payment of such taxes. Such payments towards taxes ,
would be made by the Owner on a gross basis i.e. full payment of the amount
of taxes indicated in the invoices raised by the Contractor and within the limits

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indicated in the price schedule, subject to the Contractor issuing a declaration


at the time of submission of the bid stating that the available input credits have
been duly factored by the bidder in quoting the bid price
iv. Each party, hereby agrees to indemnify and keep indemnified and saved
harmless at all times the other party against any loss, cost, expenses or
damage suffered or incurred by it, by reason of its failure to pay taxes, duties,
levies, cesses, imposts, fees etc. which it is obliged to pay pursuant to the
provisions of the above clauses and/ or arising out of its failure to comply with
its obligations under such clause.

(f) Price for Mandatory Spares (included in 3) shall remain valid for 365
days from the day of project commissioning. List of Mandatory spares is
as indicated elsewhere in the bid document. List of Construction, pre-
commissioning, commissioning spares and operation run spares are to
be indicated by the bidder.

(g) Grand Summary (Schedule 4) shall be the sum of lump sum prices
quoted under Schedules 1 to 3.
11.5 The Bidder shall issue proper invoice as stipulated under the excise, sales
tax, value added tax and service tax legislations to enable the Owner to avail
the credit of such taxes, wherever applicable, paid by the Bidder. However, if
Owner is not able to avail the credit due to issuance of defective invoice by
Bidder, or issuance of invoice not capturing the requirement necessary to
enable Owner to claim tax credit then Bidder shall immediately indemnify
Owner for such loss of tax credit, which would be otherwise available to
Owner. Owner will in its sole discretion decide to recover such loss by way of
deduction from payment due to the supplier or invoking the Performance
Bank Guarantee. In general, the following documents, inter alia, must be
issued by the successful Bidder:
• For bidders who are manufacturers, CENVATable invoice issued by the
manufacturer

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• In case of bidder who are not manufactures and are first stage
dealers/second stage dealers: invoice issued by such first stage/second
stage dealers.
• In case of a domestic bill to ship to arrangement, CENVATable invoice
issued by the manufacturer mentioning Owners name as consignee
• In case of in-country services, a service tax invoice raised on Owner

11.6 The Owner would deduct taxes at source as per the laws applicable in India
with the central level or the State level.
11.7 In the event of any Change in Law (as defined in Clause 1 of the GCC),
which results in increased cost of supply under the contract through
increased liability of taxes and duties (other than income tax), the Bidder
shall be covered for any such increased cost by the Owner subject to the
production of documentary proof to the satisfaction of the Owner to the
extent which is attributable to such change or amendment as mentioned
above.
11.8 Such adjustment shall be limited to direct transactions between the Owner
and the Bidder and no amounts shall be payable on procurement of raw
materials, intermediary components etc. by the Bidder
11.9 Notwithstanding the restriction indicated in 11.8 above, it is clarified that the
Change in Law (as defined in Clause 1 of GCC), would however cover the
excise duty charged by a manufacturer to the Bidder, where such bidder is
not the manufacturer himself, provided the bidder has followed all necessary
procedures and documentation for enabling the Owner to claim credit of
such excise duty
11.10 In the event of a Change in Law (as defined in Clause 1 of the GCC), which
results in reduction in cost of supply under the contract through reduced
liability of taxes and duties (other than income tax), the Bidder shall pass on
the benefits to the Owner for any such reduced cost.. In such cases, the
restriction and exception to such restriction as indicated in Clause 11.8 and
11.9 would apply mutatis mutandis.

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11.11 In the event that bid is submitted by a consortium of two bidders, then the
scope of work and the corresponding bid price for their individual scopes of
work must be separately and clearly indicated. Further, separate invoices
would need to be raised for the various activities contemplated under this bid
by each of the consortium members. For the sake of abundant caution, it is
expressly clarified that notwithstanding the split in the Scope of Work and
price, the consortium members would be jointly and severally liable for the
execution of the entire Scope of Work in accordance with the bidding
document and shall work on a co-ordinated seamless and turnkey basis.
11.12 The terms EXW, C&F, CIF, CIP, etc., shall be governed by the rules
prescribed in the current edition of Incoterms, published by the International
er
Chamber of Commerce, 38 Cours Albert 1 , 75008 Paris, France.
11.13 Fixed Price : Prices quoted by the Bidder shall be fixed during the Bidder’s
performance of the contract and not subject to variation on any account,
EXCEPT FOR:
Variations arising due to quantity adjustments for any amendments to the
Scope of Work instructed by the Owner after approval of the drawings for
construction as per Bid Documents and Technical Specifications or for
circumstances indicated in the Bid Data Sheet following the methodology
indicated in the SCC and subject to variations that are required to be
absorbed by the bidder and subject to the limits under the relevant
provisions of the Bid Data Sheet in this regard.

12.0 Bid Currency


12.1 Prices shall be quoted in Indian Rupees for all items and services.
13.0 Bid Security / EMD
13.1 The Bidder shall furnish, as part of its bid, a bid security in the amount
stipulated in the Bid Data Sheet in Indian Rupees. All costs for such bid
security shall be borne by the bidders and the Bid Security shall not carry
any interest.
13.2 The bid security shall be in the form of a bank guarantee from a bank as
mentioned in, as per Bid Data Sheet – ITB - 33. The format of the bank

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guarantee shall be in accordance with the form of bid security included in the
bidding documents. The bid security shall remain valid for a period sixty (60)
days beyond the original bid validity period, or beyond any extension
subsequently requested under ITB Sub-Clause 14.2.

13.3 Any bid not accompanied by an acceptable bid security in the prescribed
format shall be rejected by the Owner as being non-responsive, pursuant to
ITB Clause 22.5. The bid security of a joint venture or a consortium must be
in the name of all the partners in the joint venture or a consortium submitting
the bid.
13.4 The bid securities of unsuccessful bidders will be returned as promptly as
possible, upon award of the Contract to the successful Bidder.
13.5 The bid security of the successful Bidder will be returned when the Bidder has
signed the Contract Agreement, pursuant to ITB Clause 32, and has
furnished the required performance security, pursuant to ITB Clause 33.
13.6 The bid security may be forfeited:
(a) If the Bidder withdraws its bid during the period of bid validity specified by
the Bidder in the Bid Form, or modifies its bid in a manner other than as
prescribed in these Bidding Documents; or
(b) In the case of a successful Bidder, if the Bidder fails within the specified time
Limit,
(i) To sign the Contract Agreement, within the specified period, in accordance
with ITB Clause 32, or
(ii) To furnish the required performance security, in accordance with ITB Clause
33.
Notwithstanding anything to the contrary, the selected Bidder shall, upon
receiving the notification of the award, be required to extend the validity of
the Bid Security until the Contract is duly executed and the performance
security has been furnished by the successful Bidder to the Owner.

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14.0 Period of Validity of Bid


14.1 Bids shall remain valid for the period named in the Bid Data Sheet (120 days)
after the closing date prescribed by the Owner for the receipt of bids, pursuant
to ITB Sub- Clause 17.1. The Owner may, at its sole option, reject any bid
having a shorter validity period, as being non-responsive. The price for all
spares shall however remain valid for a period of three hundred and sixty five
(365) days from the date of commissioning, within which period the Owner can
place orders for any or all such spares indicated in ITB sub clause 114.4(g) at
the indicated price.
14.2 In exceptional circumstances, the Owner may solicit the Bidders’ consent to an
extension of the bid validity period. The request and responses thereto shall be
made in writing or by fax. If a Bidder accepts to prolong the period of validity,
the Bid Security shall also be suitably extended. A bidder may refuse the
request without forfeiting its Bid Security. A bidder granting the request will not
be permitted to modify its bid.

15.0 Format and Signing of Bid


15.1 The Bidder shall prepare an original and the number of copies / sets [in
electronic format] of the Technical and Price bids specified in the Bid Data
Sheet, clearly marking each one as “ORIGINAL BID,” “COPY NO. 1,” “COPY
NO. 2,” etc., as appropriate. In the event of any discrepancy between them, the
original shall govern. The bidder to submit the no deviation certificate and
enclose it with the Original Bid. The rest of the bid submissions shall be in the
form of files written on a Rewritable Compact Disk (CD) / Flash drive. The
original Price Bid shall also be in the form of hard copy and the copies thereof
shall be submitted electronically written on a read only, Rewritable CD / Flash
drive. The CDs shall be put in a sealed protective envelop.
15.2 The hard-copy original and all copies of the bid, each consisting of the
documents listed in ITB Sub-Clause 9.1, shall be typed or written in indelible
ink and shall be signed by the Bidder or a person or persons duly authorized to
bind the Bidder to the contract. The latter authorization shall be indicated by
written power of attorney accompanying the bid and submitted as Attachment

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2 to the Bid under ITB Sub-Clause 9.3. All pages of the bid submitted in hard-
copy format, except for un-amended printed literature, shall be initialled by the
person or persons signing the bid.
15.3 The bid shall contain no alterations, omissions or additions, unless such
corrections are initialled by the person or persons signing the bid.
15.4 The bidders shall attach to the bid the NO Deviations certificate and clearly
indicating its acceptance of all conditions of the bid document provided. No
changes shall be made on the bid document issued by the Owner in the CD.
15.5 The bidder shall submit two soft copies of their Techno Commercial Bids and
Price bid as write protected file(s), written on read only. (In addition to the hard
copies required.)

D. Submission of Bids
16.0 Sealing and Marking of Bids
16.1 The bids shall be submitted only in the name of the Bidder or a consortium led
by the bidder in whose name the Bidding Documents were issued by the
Owner. The original bidding documents as received by the bidder along-with
bidder's tender as prepared by the bidder in original and all other required
attachments as given in Clause 9.3, including without limitation, the power of
attorney of the signatory to the tender, descriptive literature and any other
information required to be furnished by the bidder pursuant to the bidding
document, shall be construed to constitute the Bid. The Bidder shall separately
seal the original and each copy of the Technical and Price Bid in separate
envelopes [for CDs being submitted in special protected CD envelopes], duly
marking the envelopes as “PRICE BID” and “TECHNICAL BID” or “ORIGINAL
BID” and “COPY NO. [Number]”.
16.2 The envelopes shall:
(a) Be addressed to the Owner at the address given in the Bid Data Sheet,
and
(b) Bear the contract name indicated in the Bid Data Sheet, the Invitation for
Bids title and number indicated in the Bid Data Sheet, and the statement

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“DO NOT OPEN BEFORE ______, 2007,” [The relevant date for bid
opening as notified to the bidders from time to time] to be completed
within the time and date specified in the Bid Data Sheet, pursuant to ITB
Sub-Clause 20.1. The bidders shall submit the sealed separate
envelopes of Technical and Price Bids at the same time. All the
documents should be properly formatted, indexed, filed and submitted in
bound folders.
16.3 Bidders desiring to effect hand delivery may arrange to submit completed
sealed Bids as described above, at the Owner's office in due time during office
hours not later than bid closing date and time. Bidders desiring to obtain a
receipt may deposit their bid with the addressee or his authorized
representative at the above address of the Owner and obtain such receipt
provided the tender is delivered to the Owner before the closing date and time
of the tender.
16.4 The second and third copies of " Technical Bids" should be submitted
separately on the same lines as described above and marked in Envelope
Nos.2 & 3 (Copies of Technical Bids) respectively.
16.5 All bidders shall note that if any price quotation is indicated in the envelope No.
1,. 2 or 3 submitted by them, the bid is liable to be rejected.
16.6 Owner will not be responsible for the loss of any Bid form or for the delay in
postal transit.
16.7 Bidders shall clearly indicate their legal constitution and the person signing the
Bid shall state his capacity and also the source of his authority to bind the
bidder. The proper power of attorney or authorization or any other document
constituting adequate proof of the authority of the signatory to bind the bidder,
shall be annexed to the tender. The Owner may reject outright any Bid not
supported by adequate proof of the signatory's authority, as may be decided in
the sole discretion of the Company.
16.8 The envelopes shall also indicate the name and address of the Bidder so that
the bid can be returned unopened in case it is declared “late.”

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16.9 If the envelopes are not sealed and marked as required by ITB Sub-Clause
16.2 above, the Owner will assume no responsibility for the bid’s misplacement
or premature opening. If the envelopes disclose the Bidder’s identity, the
Owner will not guarantee the anonymity of the bid submission, but this
disclosure will not constitute grounds for bid rejection.

17.0 Deadline for Submission of Bids


17.1 Bids along with the required number of copies must be received by the Owner
at the address specified under ITB Sub-Clause 16.3 no later than the time and
date stated in the Bid Data Sheet.
17.2 The Owner may, at its discretion, extend or otherwise modify this deadline for
submission of bids by such no of days as the Owner, its sole discretion, deems
fit, by amending the bidding documents in accordance with ITB Sub-Clause
7.3, in which case all rights and obligations of Owner and bidders will thereafter
be subject to the deadline as extended.

18.0 Late Bids


18.1 Any portion of the bid received by the Owner after the bid submission deadline
prescribed by the Owner, pursuant to ITB Clause 17, will cause the entire bid
to be declared “Late” and may be rejected and returned unopened to the
Bidder.

19.0 Modification and Withdrawal of Bids


19.1 A bidder may not modify a bid subsequent to its submission. No bidder shall
submit any modified price bid subsequent to the submission of the bid, except
in circumstances specified by Owner in this regard in this document or
expressly called by the Owner.
Any such revision of technical and price bids without owner requesting the
bidder to do so will be summarily rejected and not considered in the bid
evaluation.

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No bid may be withdrawn in the interval between the deadline for submission
of bids and the expiration of the period of bid validity specified by the bidder on
the bid form.

E. Bid Opening and Evaluation

20.0 Opening of Bids by Owner


20.1 The Owner will open the Technical Bids, including withdrawals and
modifications made pursuant to ITB Clause 19, in the presence of bidders’
designated representatives who choose to attend, at the time, date, and
location stipulated in the Bid Data Sheet. The bidders’ representatives who are
present shall sign a register evidencing their attendance. No bid shall be
rejected at bid opening except for late bids pursuant to ITB Clause 18. The
Price Bids shall be opened only after evaluation of the Technical Bids, only for
bidders whose bids that are found to be technically responsive in all respects
to the conditions specified in the Bidding Document. Representatives of
bidders shall be invited to be present during the opening of the Price Bids by
giving advance notice.
20.2 Details of the parties submitting the Technical Bids opened including the
presence or absence of Bid Security shall be called out.
20.3 On opening of the Price Bids [on the declared date of opening of the Price Bids
after technical evaluation and only for the bidders found to be technically
compliant] the bidders’ names, the Bid Prices, any deviation, any discounts will
be announced by the Owner at the time of opening.
20.4 The Owner shall prepare minutes of the bid opening, including the information
disclosed to those present in accordance with ITB Sub-Clause 20.3.
20.5 Bids not opened and read out at bid opening shall not be considered further for
evaluation, irrespective of the circumstances. All correspondence by bidders
whose bids have been rejected shall be ignored.

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21.0 Clarification of Bids


21.1 During bid evaluation, the Owner may, at its discretion, ask the Bidder for a
clarification of its bid. The request for clarification and the response shall be in
writing, and no change in the price or substance of the bid shall be sought,
offered or permitted. Unsolicited correspondence will not be entertained and
bidders seeking to change their bids suo motu without any invitation to
negotiate from the Owner shall have their bids rejected by the Owner.

22.0 Preliminary Examination of Bids


22.1 The Owner will examine the bids to determine whether they are complete,
whether any computational errors have been made, whether required sureties
have been furnished, whether the documents have been properly signed, and
whether the bids are generally in order.
22.2 Arithmetical errors will be rectified on the following basis. If there is a
discrepancy between the unit price and the total price, which is obtained by
multiplying the unit price and quantity, or between subtotals and the total price,
the unit or subtotal price shall prevail, and the total price shall be corrected. If
there is a discrepancy between words and figures, the amount in words will
prevail. If the Bidder does not accept the correction of errors, its bid will be
rejected. No other errors made by the Bidders in quoting its bid shall be
rectified by the Owner.
22.3 The Owner may waive any minor informality, nonconformity or irregularity in a
bid that does not constitute a material deviation, whether or not identified by
the Bidder in Attachment 6 to its bid, and that does not prejudice or affect the
relative ranking of any Bidder as a result of the technical and commercial
evaluation, pursuant to ITB Clauses 24 and 25.
22.4 Prior to the opening of the Price Bid and its detailed evaluation, the Owner will
determine whether each Technical bid is of acceptable quality, is complete and
is substantially responsive to the bidding documents. For purposes of this
determination, a substantially responsive bid is one that conforms to all the
terms, conditions and specifications of the bidding documents without material
deviations, objections, conditionalities or reservations. A material deviation,

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objection, conditionality or reservation is one (i) that affects in any substantial


way the scope, quality or performance of the contract; (ii) that limits in any
substantial way, inconsistent with the bidding documents, the Owner’s rights or
the successful Bidder’s obligations under the contract; or (iii) whose
rectification would unfairly affect the competitive position of other bidders who
are presenting substantially responsive bids.
22.5 If a Technical Bid is not substantially responsive, it will be rejected by the
Owner, and may not subsequently be made responsive by the Bidder by
correction of the nonconformity. The Owner’s determination of a bid’s
responsiveness is to be based on the contents of the bid itself without recourse
to extrinsic evidence and shall be final. Without limiting the generality of the
above provision a bid will be treated as non-responsive if the following
stipulations in the bid document are violated:
i) Bidder does not meet in all respect the minimum eligibility
criterion specified in this Bid Document
ii) Bid Security
iii) Bid Validity period
iv) Major violation of Contract (GCC and SCC)
v) Major deviation from Commercial or Technical provisions of the
Bid Document
vi) Compensation for Delay (Liquidated Damages)
vii) Arbitration
viii) Defects Liability Period
ix) Performance Guarantee / Warranty
x) Material variation from Time Schedule (Project Completion
Schedule) without any justification
xi) Variations on provisions with respect to RoU and RoW
xii) Bids in currency other than Rupees
xiii) Minimum construction equipment deployment
A bid will be also treated as non-responsive if there has been a material
change in the condition.

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23.0 Conversion to Single Currency

(OMITTED)

24.0 Technical Evaluation


24.1 Prior to the opening of the Price Bids the Owner will carry out a detailed
evaluation of the Technical Bids previously determined to be substantially
responsive in order to determine whether the technical aspects are in
accordance with the requirements set forth in the bidding documents. In order
to reach such a determination, the Owner will examine and compare the
technical aspects of the bids on the basis of the information supplied by the
bidders, taking into account the following factors:
(a) overall completeness and compliance with the Technical Specifications and
Drawings; suitability of the facilities offered in relation to the environmental and
climatic conditions prevailing at the site; and quality, function and operation of
any process control concept included in the bid. The bid that does not meet
minimum acceptable standards of completeness, consistency and detail will be
rejected for non-responsiveness;
(b) achievement of specified performance criteria by the facilities and
adequacy of the construction and quality assurance plans;
(c) type, quantity and long-term availability of mandatory spare parts and
maintenance services;
(d) any other relevant factors, if any, listed in the Bid Data Sheet, or that the
Owner deems necessary or prudent to take into consideration.

(e) bid qualification criteria

1. The bidder should have experience in successful construction and


commissioning of at least one single Gas/Oil pipeline of minimum 8” dia. x 25
KM having specifications confirming to international standards in last five
years. Copy of completion certificate from the client shall be submitted.

2. The consortium / company’s Net-worth shall be minimum INR 10 Crore as per


the latest audited annual report. In case of consortium, none of the participant
should have negative Net-worth or company should not have negative Net-
worth. Bidder shall submit last three year Audited Annual Reports.

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3. Indian Bidder / Consortium member from India shall be a company registered


under the companies act 1956.

4. Consortium shall not constitute more than two members.

Bidder shall be able to mobilize Equipment as per equipment deployment


schedule mentioned in RFP.

24.2 Only where alternative technical solutions have been permitted and offered in
Attachment 7 to the bid, the Owner will make a similar evaluation of the
alternatives, which will be treated in the technical and commercial evaluations
as if they were base bids. Where alternatives are not permitted, but have in
any event been offered, such alternatives are liable to be ignored and/or the
Owner reserves the right to reject such bid as non-responsive.
Price bids of only technically qualified bidders shall be opened.

25.0 Commercial Evaluation


25.1 The comparison shall be of the all-inclusive evaluated bid price, such price to
include all costs to the Owner as well as all duties and taxes paid or payable
on components and raw material incorporated or to be incorporated in the
plant and equipment and all services to be performed and all insurance costs
specified to be borne by the bidder, less the quantum of tax credit passed on
to the Owner. The Owner’s comparison will also include all the costs resulting
from application of the evaluation procedures described in ITB Sub-Clause
25.3.
25.2 The Owner’s evaluation of a bid will take into account, in addition to the
lumpsum bid prices the following costs and factors that will be added to each
Bidder’s bid price in the evaluation using pricing information available to the
Owner, in the manner and to the extent indicated in ITB Sub- Clause 25.3 and
in the Technical Specifications:

(a) the extra cost of work, services, facilities, etc., required to be provided by
the Owner or third parties (if any indicated by the bidder). The estimated effect
of the price adjustment provisions of the Conditions of Contract (if any allowed)

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applied over the period of execution of the contract, shall not be taken into
account in the bid evaluation.

25.3 Pursuant to ITB Sub-Clause 25.1 and 25.2, the following evaluation methods
will be followed:
(a) Contractual and commercial deviations
Bids having any commercial and/or contractual deviation shall be rejected.

(b) Taxes and duties

o the total quantum of indirect taxes which has been included in the price
schedule with respect to the supply chain directly between the bidder and the
Owner;
o the total quantum of indirect taxes which is available as input credit to the
Owner as per the price schedule proposed by the Bidder shall be reduced from
the bid price for bid evaluation

(c) Time schedule (programme of performance)


The plant and equipment covered by this bidding are required to be shipped
and installed, and the facilities shall have the commissioning completed within
the period named in the Bid Data Sheet after the effective date specified in the
Form of Contract Agreement. No credit will be given for earlier completion.
Bids offering a completion date beyond the designated period shall be
rejected.

(d) Operating and maintenance costs


Total Price of Mandatory Spare Parts costs shall be included in the bid
evaluation. However, bidder has to furnish list of Operation and Maintenance
spare list along with their offer.

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(e) Functional Guarantees of the facilities


(i) Bidders shall state whether the bid complies with the functional guarantees
(e.g., performance, hydro-test pressure level, efficiency, consumption,
response time, margin or error etc) of the proposed facilities in response to the
Technical Specifications. Plant and equipment offered shall have a minimum
level of functional guarantees specified in the Technical Specifications to be
considered responsive. Bids offering plant and equipment with functional
guarantees less than the minimum specified shall be rejected. The Summary
of Functional Guarantees has been indicated in the Technical Specifications.
(ii) The bidders are also required to fully satisfy themselves as to the correctness
and adequacy of the bid data, drawings and design basis for the system
provided to them and guarantee that the system will be engineered and built in
a manner that is fully in accordance with the design basis and meets all the
functional requirements and capacity specified therein and shall comply with
the full design pressure conditions during the required pre-commissioning,
commissioning and guarantee tests and the operational acceptance period.

(f) Work, services, facilities, etc., to be provided by the Owner


Where the bids include the undertaking of work or the provision of services or
facilities by the Owner in excess of the provisions allowed for in the bidding
documents, the Owner shall assess the costs of such additional work, services
and/or facilities during the duration of the contract. Such costs shall be added
to the bid price for evaluation. The Owner may reject a bid, which seeks such
additional support from the Owner.

25.4 Any adjustments in price that result from the above procedures shall be added,
for purposes of comparative evaluation only, to arrive at an “Evaluated Bid
Price.” Bid prices quoted by bidders shall remain unaltered.

26.0 Domestic Preference


26.1 No margin of preference will be allowed for any component.

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27.0 Contacting the Owner


27.1 Contact address of the Owner is as indicated in the Bid datasheet.
27.2 From the time of bid opening to the time of contract award, if any Bidder
wishes to contact the Owner on any matter related to its bid, it should do so
in writing.
27.3 Any effort by a Bidder to influence the Owner in the Owner’s bid evaluation,
bid comparison or contract award decisions may result in rejection of the
Bidder’s bid.

F. Award of Contract

28.0 Evaluation
28.1 The Owner will determine to its satisfaction whether all the Bidders having
submitted the bids are not otherwise disqualified from satisfactorily performing
the contract due to events arising subsequent to their pre-qualification. Any
material adverse change in the financial or legal status of the bidders (as per
reported audited accounts) subsequent to their pre-qualification shall be a
cause for disqualification of the bidders. Any other material adverse impact on
technical competence of the bidders based on reported events or
circumstances shall also be considered.
28.2 The determination will take into account the Bidder’s financial, technical and
production capabilities, in particular the Bidder’s contract work in hand, future
commitments and current litigation. It will be based upon an examination of the
documentary evidence of the Bidder AND its proposed SUBCONTRACTORS
qualifications submitted by the Bidder in Attachment 3 to the bid as well as
such other information as the Owner deems necessary and appropriate.
28.3 An affirmative determination will be a prerequisite for opening of the Price
Bids. A negative determination will result in rejection of the Bidder’s bid.
28.4 The capabilities of the sub-contractors and vendors proposed in Attachment 4
or 5 to the bid to be used by the lowest evaluated Bidder will also be evaluated
for acceptability based on the criteria set out in this bid document. Their

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participation should be confirmed with a MOU/agreement between the parties,


as needed. Should a vendor or subcontractor be determined to be
unacceptable, the bid will not be rejected, but the Bidder will be required to
substitute an acceptable vendor or subcontractor without any change to the bid
price. Failure to so substitute will however lead to the rejection of the bid.

29.0 Award Criteria


29.1 Subject to ITB Clause 30, the Owner will award the contract to the successful
Bidder whose bid has been determined to be substantially responsive and to
be the lowest evaluated price bid, further provided that the Bidder is
determined to the full satisfaction of the Owner to be qualified and capable and
financially sound as on the date of award of the contract to perform the
contract satisfactorily in all respects. The Owner shall prior to the issuance of
the Notification of Award to the successful Bidder, at its discretion, evaluate /
assess the financial capability and creditworthiness of the Bidder to analyse
whether the Bidder is competent, capable and in a position to perform the
Work in a timely and efficient manner and in terms of the Bidding Document.
The Owner reserves the right to reject any Bidder or seek from such Bidder
additional securities/guarantees, to the satisfaction of the Owner, in the event
that the Bidder does not meet the financial capability and creditworthiness
criteria required by the Owner.
29.2 If negotiations with the selected party fail the Owner may proceed to negotiate
with the next lowest Bidder.

30.0 Owner’s Right to Accept Any Bid and to Reject any or All Bids
30.1 It is expressly clarified that the Owner reserves the right to accept or reject any
bid, and to annul the bidding process and reject all bids at any time prior to
award of contract, without thereby incurring any liability to the affected Bidder
or bidders or any obligation to inform the affected Bidder or bidders of the
grounds for the Owner’s action. Such rejection will not subject the Owner to
any claim, including a claim for reimbursement of costs incurred by any such
Bidder in the preparation of its Bid.

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30.2 Notwithstanding anything to the contrary, the Owner reserves the right to select
any bid and award the Contract to any Bidder irrespective of price. The
Owner’s decision shall be final and shall be binding on all the Bidders.

31.0 Notification of Award


31.1 Prior to the expiration of the period of bid validity or such extensions as may have
been granted by the Owner, the Owner will notify the successful Bidder in writing by
issuance of a Letter of Acceptance sent by registered post or by fax, to be
confirmed in writing by registered post/reputed courier service, that its bid has been
accepted. The issuance of the Letter of Acceptance will constitute the formation of
the contract.
31.2 Upon the successful Bidder’s furnishing of the Performance Security and
Equipment Mobilization Security pursuant to ITB Clause 33, the Owner will
promptly notify each unsuccessful Bidder and will discharge its bid security,
pursuant to ITB Sub-Clause 13.4.

32.0 Signing the Contract Agreement


32.1 At the same time as the Owner notifies the successful Bidder that its bid has
been accepted, the Owner will invite the successful Bidder to finalize the
Contract Agreement based on principles provided in the bidding documents
(draft SCC and GCC), incorporating all agreements between the parties.
32.2 Within thirty (30) days of receipt of the Contract Agreement, the successful
Bidder shall sign and date the Contract Agreement and return it to the Owner.

33.0 Performance Security


33.1 Within fifteen (15) days of issue of the Letter of Acceptance, the successful
Bidder shall furnish the Performance Security in the amount given in the Bid
Data Sheet and in the form provided in Section VI, Sample Forms and
Procedures, of the bidding documents.
33.2 Failure of the successful Bidder to comply with the requirements of ITB Clause
32 or Clause 33 shall constitute sufficient grounds for the annulment of the

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award and forfeiture of the bid security, in which event the Owner may make
the award to the next lowest evaluated Bidder or call for new bids.

34.0 Adjudicator
34.1 The Owner proposes that the person(s) named in the Bid Data Sheet be
appointed as Adjudicator under the contract If on the day the Contract
Agreement is signed, the Owner and the Contractor have not agreed on the
appointment of the Adjudicatory Panel, the Adjudicatory Panel shall be
appointed, at the request of either party, by the Appointing Authority specified
in the Special Conditions of Contract clause 4, pursuant to GCC Sub-Clause
5.1

35.0 Corrupt or Fraudulent Practices


35.1 The Owner requires that bidders / Suppliers / Contractors observe the highest
standard of ethics during the procurement and execution of such contracts.
35.2 The Owner will reject a proposal for award if it determines that the Bidder
recommended for award has engaged in corrupt or fraudulent practices in
competing for the contract in question;
35.3 Furthermore, bidders shall be aware of the provision stated in Sub-Clause 42.2
(c) of the General Conditions of Contract.
35.4 Bidders shall be held ineligible to bid if they are associated with a firm or any of
its affiliates have been engaged in providing consulting services to the Owner
for the preparation of this Bid Document.

36. GOVERNING LAW


All matters arising out of or in conjunction with this Bidding Document and/or
the bidding process or any Bids shall be governed by and construed in
accordance with Indian laws and the courts at [Ahmedabad] shall have
exclusive jurisdiction.

37. RETURN OR DESTRUCTION of INFORMATION


Any and all information or data provided in this Bidding Document and shared
with the Bidders pursuant hereto is and, must be treated by the Bidders and

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their respective consortium partners and each of their employees,


consultants, agents and other representatives as confidential information.
Moreover, any such information may not be reproduced or distributed by the
recipient to third parties (other than in confidence to the recipient’s
professional advisors). The Bidders hereby undertake and agree that any
cconfidential iinformation (including the Bidding Documents) provided to the
Bidders (and copies or reproductions of such information) shall be, at the
option of the Owner, either destroyed by the Bidder or alternatively, promptly
returned to the Owner.

The Owner may require the Bidder to provide evidence (in a form satisfactory
to the Owner) that all requirements in this respect have been fully complied
with.
38. Material changes
Without prejudice to anything stated hereinabove, during the bid validity
period, all Bidders shall forthwith furnish to the Owner any fact or
circumstance newly occurred that may in any material way alters the
information provided by the Bidder in the Bid.

39. Other Rights of the Owner


39.1 Notwithstanding anything to the contrary contained in this Bidding
Document, the Owner reserves the right, in its absolute discretion without
liability, at any stage during the bid process, to:
• Require additional information from any Bidder;
• Vary it’s the terms and conditions of this Bid Document irrespective of
whether such variation is to the benefit or detriment of any or all of the
Bidders;
• Terminate further participation of any Bidder or any consortium partner,
in the bidding process;
• Change the structure and timing of the bidding schedule and/or the
Project;

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• Accept or reject any Bid, without the obligation to give any reasons;
• Not provide Bidders any reasons for any actions or decisions it may
take including in respect of the exercise by the Owner of any or all of
the above mentioned rights; and
• Take such other action as it considers, in its absolute discretion,
appropriate in relation to the bidding process and the Project.

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Section III
BID DATA SHEET

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Section III. (BDS)


Bid Data Sheet

Bid Data Sheet


The following bid-specific data for the plant and equipment to be procured shall
amend and/or supplement the provisions in the Instructions to Bidders (ITB).
Whenever there is a conflict, the provisions herein shall prevail over those in the
ITB.

INTRODUCTION

ITB 1.1 Name of the Owner


Gujarat State Petronet Limited
ITB 1.1 Name of Project
Turnkey EPC Contract for laying gas transmission pipeline
between Padamla to Godhara as described in detail in
subsequent Volumes.
ITB 6.1 Address
Gujarat State Petronet Limited
5th Floor, GSPL Bhavan
Behind Udyog Bhavan
Sector-11, Gandhinagar 382 011
Gujarat, India
Tel: 079-66701503
Fax: 079-23244973
Scope demarcation
The bidders should quote for the portions as indicated in the
schedule and cover sheet.
ITB 6.4 Venue, time and date of site survey and pre-bid meeting
and bid submission:

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Site Survey: xx.xx.xxxx


Pre-bid meeting: xx.xx.xxxx
Technical Bid & Price Bid submission: xx.xx.xxxx
ITB 8.1 Language of bid
English
ITB 9.3 (c) & (e) Qualification requirements for bidders, including members
of joint ventures, subcontractors or vendors
As per the pre-qualification procedures
ITB 9.3 (d) (ii) Spares required for operation; number of years following
completion
Mandatory spares & Operation and Maintenance spares as
required for stipulated time are listed.
ITB 9.3 (g) No Alternative Bids are acceptable

BID PRICE AND CURRENCY

ITB 11.5 The price shall be fixed and shall be inclusive of all levies,
duties, taxes, cess and cost of obtaining construction, transit
and all applicable insurance covers. No adjustment will be
allowed under any circumstance except for a variation in the
Scope of Work and due to change in indirect taxes—as
specified in this Bid Document and subject to the caps thereon.
ITB 12.1 All prices for supplies and services shall be quoted in Indian
Rupees.
No other currencies will be accepted for the bid.

BID PREPARATION AND SUBMISSION

ITB 13.1 Amount of bid security shall be Rs. xxxx.

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ITB 14.1 Bid validity period


120 days from the date of submission (unless otherwise
extended by the Owner). Price for Recommended Spares shall
be valid for a period 365 days from the date of commissioning
of the project.
ITB 15 & 16

One Hard Copy Original (signed on each page) of Technical


and Price Bid and two (2) soft copies of Technical Bid and one
(1) soft copy of Price Bids in separate sealed envelopes clearly
marked “Technical Bid” and “Price Bid” The hard copy of the
entire bid documents (entire technical tender documents,
commercial tender documents and unpriced price schedule)
including all addendums/ corrigendums shall be signed and
stamped and submitted along with the Technical Bid as a
token of acceptance of the provisions of the bid documents. A
hard copy of the No deviation certificate for entire tender
documents is also required to be submitted along with the
Technical bid.

For Technical Bid, one soft copy shall be provided in a read-


write CD and another in flash drive.

For Price Bid a hard copy of the entire Price Bid is required to
be submitted. Copies shall be provided in a write-protected
CD. The price bids shall be submitted in separate sealed
envelope,

ITB 17.1 Address of bid submission


Same as that of Owner
Deadline for Technical Bid submission

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xx.xx.xxxx

ITB 20.1 Location, time and date of Technical Bid opening:


Same day as receipt of Technical Bid
Location, time and date of Price Bid opening:
Bidders shall be intimated in advance.

BID EVALUATION

ITB 23

ITB 24.1 (d) Not applicable

ITB 25.3 (c) Time schedule for Completion, etc.


Time to complete the facilities from the effective date specified
in Article 3 of the Contract Agreement for determining time for
completion of commissioning activities shall be 9 months,
which unless otherwise mentioned shall be counted from the
date of notification of the award to the bidder / Effective Date of
the Contract. The Operational Acceptance Certificate shall be
obtained one month after the commissioning of the facilities.
ITB 25.3 (d) Operating and maintenance costs factors for calculation of
the life cycle
None
ITB 25.3 (e) Functional guarantees
(i) As specified in detail in the Technical Bid Document. A
(ii) summary of which is attached in the Appendix.
The bidder shall guarantee as part of its contractual obligations
the attainment by the pipeline of the hydrotest pressure which
shall be arrived at based on the hydro-static test pressure
established (as certified by the Project Manger) during the
commissioning and guarantee test procedures.

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ITB 25.3 (f) Award Criteria


Not Applicable

ITB 26 Domestic preferences not applicable.

CONTRACT AWARD

ITB 33 Amount of Performance Security guarantees to be


provided for delay, failure to achieve performance
guarantee, and defects liability period.
15% (fifteen percent) of the Contract Price and pro-rata for
further extensions of the Contract or Variations during the
Construction Period and during post Operational Acceptance
Period for the entire duration of the Defects Liability Period.
ITB 34 Name of the Adjudicatory Panel proposed by the Owner
To be appointed through mutual consent by the Managing
Directors of the Owner and Contractor. A panel of three
members shall be appointed, one member nominated by the
Owner and one member appointed by the Contractor, which
two members shall then jointly appoint a third member. In case
of any dispute on the third member an independent industry
expert shall be nominated by the Principal Secretary, Energy
and Petrochemicals Department, Government of Gujarat.

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ITB 33 Bid Security, Performance Security and Bid Security and


Performance Security shall be in the form of a Bank Guarantee
from the following Banks ONLY.
i) All Indian Public Sector Banks.
ii) IDBI Bank
iii) UTI Bank
iv) HDFC Bank
v) ICICI Bank

INSTRUMENT TAG NOS.


Instrument Tag nos. mentioned in the P&IDs are indicative
only. Contractor to take care of the existing tag nos. and have
to provide the new tag nos. accordingly after approval of
Owner and PMC.

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Section IV

General Conditions of Contract (GCC)

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INDEX (GCC)

1.0 DEFINITIONS 59
2.0 CONTRACT DOCUMENTS 65
3.0 INTERPRETATION 65
4.0 NOTICES 67
5.0 GOVERNING LAW 68
6.0 SCOPE OF WORK 72
7.0 TIME FOR COMMENCEMENT AND COMPLETION 73
8.0 CONTRACTOR’S RESPONSIBILITIES 73
9.0 OWNER’S RESPONSIBILITIES 76
10.0 CONTRACT PRICE 77
11.0 TERMS OF PAYMENT 78
12.0 SECURITIES 79
13.0 TAXES AND DUTIES 81
14.0 COPYRIGHT 82
15.0 CONFIDENTIAL INFORMATION 82
16.0 REPRESENTATIVES 83
17.0 WORK PROGRAM 86
18.0 SUBCONTRACTING 88
19.0 DESIGN AND ENGINEERING 89
20.0 SUPPLY 91
21.0 ONSHORE SERVICES 92
22.0 INSTALLATION 94
23.0 TEST AND INSPECTION 99
24.0 COMPLETION OF THE FACILITIES 101
25.0 COMMISSIONING AND OPERATIONAL ACCEPTANCE 102
26.0 COMPLETION TIME GUARANTEE 105
27.0 DEFECT LIABILITY 105
28.0 FUNCTIONAL GUARANTEES 107
29.0 PATENT INDEMNITY 108
30.0 LIMITATION OF LIABILITY 110

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31.0 TRANSFER OF OWNERSHIP 111


32.0 CARE OF FACILITIES 112
33.0 INDEMNITY 113
34.0 INSURANCE 115
35.0 UNFORESEEN CONDITIONS 119
36.0 CHANGE IN LAWS AND REGULATIONS 119
37.0 FORCE MAJEURE 119
38.0 WAR RISKS 123
39.0 CHANGE IN THE FACILITIES 123
40.0 EXTENSION OF TIME FOR COMPLETION 127
41.0 SUSPENSION 128
42.0 TERMINATION 130
43.0 ASSIGNMENT 139

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General Conditions of Contract


A. Contract and Interpretation

1.0 Definitions

The following words and expressions shall have the meanings hereby
assigned to them:

• “Applicable Law” shall mean any law, legislation, statute, act, by-laws,
rule, regulation, ordinance, order, decree, protocol, notification, policy,
by-law, administrative guideline, ruling, instruction, directive, consent,
license, approval, permit, judgment, court order, treaty or any
interpretation thereof by any Governmental Authority or Person acting
under the authority of any Governmental Authority and / or of any
statutory authority in India, whether in effect on the Effective Date or
thereafter.

• “Change in Tax Law” shall mean any of the following events, which
become effective after the date for submission of the price bid for the
Contract
– enactment of any new tax law in India;
– modification or repeal of any Applicable Taxes in India.
– any change in the interpretation or enforcement of any tax laws by
Government of India or State Government or local authority via issuance
of circulars/ clarifications by Governmental Authority
– increase or decrease in the rate of taxes in force on the date of the bid
submission;
– change in the basis of computation of taxes in force on the date of the
bid submission.
• “Change in Applicable Law” shall mean any of the following events, which
become effective after the date for submission of the price bid for the
Contract
– enactment of any new law in India;

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– modification or repeal of any Applicable Law in India;


– any change in the interpretation or enforcement or validity of any
Applicable Law with prospective, retrospective or immediate
effect
provided that “Change in Law” shall not include any “Change in Tax
Laws”.
• “Contract” means the Contract Agreement entered into between the
Owner and the Contractor, together with the Contract Documents
referred to therein; they shall constitute the Contract, and the term “the
Contract” shall in all such documents be construed accordingly.
• “Contract Documents” means the documents listed in Article 1.1
(Contract Documents) of the Form of Contract Agreement (including any
amendments thereto).
• “GCC” means the General Conditions of Contract hereof.
• “Governmental Authority” shall mean, the government (central, state and
local) or any ministry, directorate, department or political subdivision
thereof and any Person exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government or
law or any other governmental entity, instrumentality, agency, authority,
corporation, committee or commission under the direct or indirect control
of any such government in India.
• “SCC” means the Special Conditions of Contract.
• ITB means the Instruction to Bidders
• “TS” means the Technical Specifications.
• “Day” means calendar day of the Gregorian Calendar.
• “Month” means calendar month of the Gregorian Calendar.
• “Owner” means the Gujarat State Petronet Limited, incorporated under
Company Act 1956 having its registered office at GSPC Bhavan, Sector-
11, Gandhinagar-382011, Gujarat, India and includes the legal
successors or permitted assigns of the Owner.

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• “Project Manager or Owner’s Representative” means the person


appointed by the Owner in the manner provided in GCC Sub- Clause
17.1 (Project Manager) hereof and named as such in the SCC to perform
the duties delegated by the Owner. Any task assigned to the Project
Manager can be performed by the Owner or any other representative of
the Owner.
• “Contractor” shall have the meaning set forth in the recitals of the
Contract Agreement.
• “Contractor’s Representative” means any person nominated by the
Contractor and named as such in the SCC and approved by the Owner in
the manner provided in GCC Sub-Clause 17.2 (Contractor’s
Representative and Construction Manager) hereof to perform the duties
delegated by the Contractor.
• “Subcontractor,” or “Vendors”, means any group, agency, persons or
person to whom the performance or execution of any part of the
Facilities, including preparation of any design or supply of any Plant and
Equipment, is subcontracted directly or indirectly by the Contractor, and
includes its legal successors or permitted assigns.
• “Adjudicator” or “Adjudicatory Panel” means the person or persons
named as such in the SCC appointed by agreement between the Owner
and the Contractor to make a decision on or to settle any dispute or
difference between the Owner and the Contractor referred to him or her
by the parties pursuant to GCC Sub-Clause 6.1 (Adjudicator) hereof.
• “Contract Price” has the meaning assigned to it in Clause 10.1 of the
GCC, subject to such additions and adjustments thereto or deductions
there from, as may be made pursuant to the Contract.
• “Facilities” means the Plant and Equipment, Installation and Construction
Services and related equipment and other associated works, to be
carried out by the Contractor under the Contract for completion of the
entire scope of work referred to in GCC Clause 6 and the Contract
Documents, which are to be designed, engineered, procured, developed,

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constructed, tested, pre-commissioned, commissioned and handed over


at the Site to and for the Owner in accordance with the terms and
conditions of this Contract.
• “Plant and Equipment” means any and all permanent plant, equipment,
machinery, apparatus, articles and things of all kinds to be provided for
incorporation or intended to be incorporated (whether later incorporated
in the Facilities, surplus or otherwise) in the Facilities or to be used in the
maintenance and operation thereof by the Contractor under the Contract
(including the spare parts to be supplied by the Contractor under GCC
Sub-Clause 7.3 hereof) whether or not supplied from outside India or
from within India, but does not include consumables, Contractor’s
Equipment and materials used for civil, building and other construction
works under the Installation and Construction services
• “Installation and Construction Services” means all such services
necessary for construction of the Facility using the Plant and Equipment
and including without limitations engineering design, fabrication,
construction, installation, civil, building and other construction works ,
completion of the facilities, testing, pre-commissioning and
commissioning of the facilities, inspection, site preparation works
{including the provision and use of Contractor’s Equipment and the
supply of all construction materials required such as consumables,
wielding electrodes, joint coating materials, end-sleeves, casing pipes,
markers, cathodic protection system ( TCP/PCP) etc}, operations,
maintenance, the provision of operations and maintenance manuals,
training, etc.
• “Contractor’s Equipment” means any and all plant, facilities, equipment,
implements, supplies, structures, material, machinery, tools, apparatus,
appliances or things of every kind required in or purchased, rented or
furnished for or in connection with installation, completion and
maintenance of Facilities and not constituting Plant and Equipment.

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• “Site” means the site for the Facilities located in the State of Gujarat,
India and which is designated in the Scope of Work.
• “Effective Date” means the date of fulfilment of all conditions stated in
Article 3 (Effective Date for Determining Time for Completion) of the
Form of Contract Agreement, for the purpose of determining the Time for
Completion.
• “Time for Completion” means the time within which Completion of the
Facilities as a whole is to be attained in accordance with the
specifications in the SCC and the relevant provisions of the Contract.
• “Mechanical Completion” means that the Facilities (or a specific part
thereof where specific parts are specified in the SCC) have been
completed physically and structurally and put in a tight and clean
condition, and that all work in respect of Pre-commissioning of the
Facilities or such specific part thereof has been completed; in other
words, that the Facilities or specific part thereof are ready for
Commissioning and Guarantee Tests as provided in GCC Clause 24
(Completion) hereof, but have not obtained Operational Acceptance
Certificate. Mechanical Completion shall be certified by the Owner’s
Representative.
• “Pre-commissioning” means the testing, checking and other
requirements specified in the Technical Specifications that are to be
carried out by the Contractor in preparation for Commissioning as
provided in GCC Clause 24 (Completion) hereof;
• “Commissioning” means operations of the Facilities or any part thereof by
the Contractor, which operation is to be carried out by the Contractor as
provided in GCC Sub-Clause 25.1 (Commissioning) hereof, for the
purpose of carrying out Guarantee Test(s). Commissioning can be
carried out only if there is sufficient gas to carry out the commissioning
and is made available by the Owner in this regard. Commissioning shall
be certified by the Owner’s Representative.

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• “Guarantee Test(s)” means the test(s) specified in the Technical


Specifications to be carried out to ascertain whether the Facilities or a
specified part thereof is able to attain the Functional Guarantees
specified in the Technical Specifications in accordance with the
provisions of GCC Sub-Clause 25.2 (Guarantee Test) hereof.

• “Operational Acceptance” means the acceptance by the Owner of the
Facilities (or any part of the Facilities where the Contract provides for
acceptance of the Facilities in parts), which certifies the Contractor’s
fulfilment of the Contract in respect of Functional Guarantees of the
Facilities (or the relevant part thereof) in accordance with the provisions
of GCC Clause 28 (Functional Guarantees) hereof and related provisions
in the SCC and after one month of operation of the pipeline system by
the Contractor under the supervision of the Owner.
• “Defects Liability Period” means the period of validity of the warranties
and guarantees given by the Contractor commencing at Operational
Acceptance of the Facilities or a part thereof by the Owner, during which
the Contractor is responsible for defects with respect to the Facilities (or
the relevant part thereof) as provided in GCC Clause 27 (Defect Liability)
hereof and related provisions in the SCC. “Provisional
Completion/Acceptance” shall mean the certificate so issued under the
Special Conditions of Contract where the prescribed guarantee tests
cannot be carried out due to reasons solely attributable to the Owner.
• Onshore services means all such services in India necessary for making
available domestic supplies of Plant and Equipment at site including
inland transportation, loading, unloading, insurance and other local
services required in relation to the supply of the said goods at Site
• “Good Industry Practice” shall mean standards, methods, techniques and
procedures that are employed by leading international contractors in the
Pipeline Industry for gas transportation, in projects similar to the Project.

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• “Letter of Acceptance” shall mean an intimation in writing whereby Owner


gave formal acceptance to Contractor of Contractor’s bid and instructed
Contractor to perform the work in accordance with the bid documents.
The date of such communication is to be considered as the date of
starting of the contract.
• “Losses” means all costs, damages, liabilities settlements, fines, penalties
and expenses (with respect to actions, suits, demands, causes of action,
claims or investigations incurred) by an indemnitee in connection with an
event to which it is entitled to indemnification under the Contract.

2.0 Contract Documents


2.1 Subject to Article 1.2 (Order of Precedence) of the Contract Agreement, all
documents forming part of the Contract (and all parts thereof) are intended to
be correlative, complementary and mutually explanatory. The Contract shall
be read as a whole.

3.0 Interpretation
3.1 Language
3.1.1 All correspondence and communications to be given and all other
documentation to be prepared and supplied under the Contract shall be
written in English, and the Contract shall be construed and interpreted in
accordance with that language.
3.1.2 If any of the Contract Documents, correspondence or communications are
prepared in any language other than the governing language under GCC
Sub-Clause 3.1.1 above, the English translation of such documents,
correspondence or communications shall prevail in matters of interpretation.
3.2 Singular and Plural
The singular shall include the plural and the plural the singular, except where
the context otherwise requires.
3.3 Headings

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The headings and marginal notes in the General Conditions of Contract are
included for ease of reference, and shall neither constitute a part of the
Contract nor affect its interpretation.

3.4 Persons
Words importing persons or parties shall include natural persons, bodies,
corporate, partnerships, firms, corporations and government entities.
3.5 Incoterms
Unless inconsistent with any provision of the Contract, the meaning of any
trade term and the rights and obligations of parties there under shall be as
prescribed by Incoterms. Incoterms means international rules for interpreting
trade terms published by the International Chamber of Commerce (latest
edition), 38 Cours Albert 1er, 75008 Paris, France.
3.6 Entire Agreement
Subject to GCC Sub-Clause 16.4 hereof, the Contract constitutes the entire
agreement between the Owner and Contractor with respect to the subject
matter of Contract and supersedes all communications, negotiations and
agreements (whether written or oral) of parties with respect thereto made
prior to the date of Contract and such communications, negotiations and
agreements shall not affect or modify any of the terms or obligations set forth
in this Contract, except as the same may be made part of this Contract in
accordance with its terms, including the terms of any of the Contract
Documents.
3.7 Amendment
No amendment or other variation of the Contract shall be effective unless it is
in writing, is dated, expressly refers to the Contract, and is signed by a duly
authorized representative of each party hereto.
3.8 Independent Contractor

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The Contractor shall be an independent contractor performing the Contract.


The Contract does not create any agency, partnership, joint venture or other
joint relationship between the parties hereto.
Subject to the provisions of the Contract, the Contractor shall be solely
responsible for the manner in which the Contract is performed. All employees,
representatives or Subcontractors engaged by the Contractor in connection
with the performance of the Contract shall be under the complete control of
the Contractor and shall not be deemed to be employees of the Owner, and
nothing contained in the Contract or in any subcontract awarded by the
Contractor shall be construed to create any contractual relationship between
any such employees, representatives or Subcontractors and the Owner.
3.9 Not Used.
3.10 Non-Waiver
3.10.1 Subject to GCC Sub-Clause 3.10.2 below, no relaxation, forbearance, delay
or indulgence by either party in enforcing any of the terms and conditions of
the Contract or the granting of time by either party to the other shall prejudice,
affect or restrict the rights of that party under the Contract, nor shall any
waiver by either party of any breach of Contract operate as waiver of any
subsequent or continuing breach of Contract.
3.10.2 Any waiver of a party’s rights, powers or remedies under the Contract must
be in writing, must be dated and signed by an authorized representative of
the party granting such waiver, and must specify the right and the extent to
which it is being waived.
3.11 Severability
If any provision or condition of the Contract is prohibited or rendered invalid or
unenforceable, such prohibition, invalidity or unenforceability shall not affect
the validity or enforceability of any other provisions and conditions of the
Contract.
3.12 Country of Origin
“Origin” means the place where the materials, equipment and other supplies
for the Facilities are mined, grown, produced or manufactured, and from
which the services are provided.

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4 Notices
4.1 Unless otherwise stated in the Contract, all notices to be given under the
Contract shall be in writing, and shall be sent by personal delivery, airmail post,
special courier, cable, telegraph, telex, facsimile or Electronic Data Interchange
(EDI) to the address of the relevant party set out in the SCC, with the following
provisions:
4.1.1 Any notice sent by cable, telegraph, telex, facsimile or EDI shall be confirmed
within two (2) days after dispatch by notice sent by airmail post or special
courier, except as otherwise specified in the Contract.
4.1.2 Any notice sent by airmail post or special courier shall be deemed (in the
absence of evidence of earlier receipt) to have been delivered seven (7)
days after dispatch. In proving the fact of dispatch, it shall be sufficient to
show that the envelope containing such notice was properly addressed,
stamped and conveyed to the postal authorities or courier service for
transmission by airmail or special courier.
4.1.3 Any notice delivered personally or sent by cable, telegraph, telex, facsimile or
EDI shall be deemed to have been delivered on date of its dispatch.
4.1.4 Either party may change its postal, cable, telex, facsimile or EDI address or
addressee for receipt of such notices by ten (10) days’ notice to the other
party in writing.
4.2 Notices shall be deemed to include any approvals, consents, instructions,
orders and certificates to be given under the Contract.

5 Governing Law
The Contract shall be governed by and interpreted in accordance with laws of
the country specified in the SCC. (India, Courts of Ahmedabad).Settlement of
Disputes

5.1. Adjudicatory Panel


5.1.1 If any dispute of any kind whatsoever shall arise between the Owner and the
Contractor regarding relations to in connection with or arising out of the

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Contract, including without prejudice to the generality of the foregoing, any


question regarding its application, interpretation, breach, existence, validity
or termination, or the execution of the Facilities—whether during the
progress of the Facilities, etc. (a “Dispute”) - whether before or after the
termination, abandonment or breach of the Contract— upon the written
request of the Owner or Contractor the parties shall seek to resolve any such
dispute or difference by mutual consultation. If the parties fail to resolve such
a dispute or difference by mutual consultation, then the dispute shall be
referred in writing by either party to the Adjudicatory Panel, with a copy to
the other party.
5.1.2 The Adjudicatory Panel shall give its decision in writing to both parties within
twenty-eight (28) days of a dispute being referred to it. If the Adjudicatory
Panel has done so, and no notice of intention to commence arbitration has
been given by either the Owner or the Contractor within fifty-six (56) days of
such reference, the decision shall become final and binding upon the Owner
and the Contractor. Any decision that has become final and binding shall be
implemented by the parties forthwith.
5.1.3 The Adjudicatory Panel members shall be paid an hourly fee at the rate
specified in the SCC plus reasonable expenditures incurred in the execution
of its duties as Adjudicator, and these costs shall be divided equally between
the Owner and the Contractor.
5.1.4 Should the Adjudicator resign or die, or should the Owner and the Contractor
agree that the Adjudicator is not fulfilling its functions in accordance with the
provisions of the Contract, a new Adjudicator shall be jointly appointed by
the Owner and the Contractor. Failing agreement between the two within
twenty-eight (28) days, the new Adjudicator shall be appointed at the request
of either party by the Appointing Authority specified in the Bid datasheet.
5.2 Arbitration
5.2.1 If either the Owner or the Contractor is dissatisfied with the Adjudicator’s
decision, or if the Adjudicatory Panel fails to give a decision within twenty-
eight (28) days of a dispute being referred to it, then either the Owner or the
Contractor may, within fifty-six (56) days of such reference, give notice to the

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other party, with a copy for information to the Adjudicator, of its intention to
commence arbitration, as hereinafter provided, as to the matter in dispute,
and no arbitration in respect of this matter may be commenced unless such
notice is given.
5.2.2 Any dispute in respect of which a notice of intention to commence arbitration
has been given, in accordance with GCC Sub-Clause 6.2.1, shall be finally
settled by arbitration. Arbitration may be commenced prior to or after
completion of the Facilities.
5.2.3 It is specifically understood and agreed that any Dispute which cannot be
resolved between the Parties, including any matter relating to the
interpretation or validity / invalidity of this Contract, shall, upon election by
either Party, and in accordance with the provisions hereof, be submitted to
arbitration irrespective of the magnitude thereof or the amount in controversy.
Specifically, neither Party may attempt to litigate the Dispute in the Courts of
India or elsewhere.

5.2.4 In any such arbitration, both Parties shall be entitled to present positions and
rely upon information supplemental to or different to that relied upon for
purposes of any attempted disputes resolution pursuant to this Article 5.
However, in all cases where a dispute was submitted to the Adjudicatory
Panel for determination under Article 5.1 and a determination rendered, such
determination shall be placed before the arbitral tribunal so that such
determination may also be considered by the arbitral tribunal in making its
award.
5.2.5 Should either Party submit a request to the arbitrators to determine whether
and when the termination of this Contract had occurred, each Party’s
obligations and rights under this Contract shall continue and remain in full
force and effect during the term of the arbitration proceeding until an award
stating the occurrence and timing of the termination of this Contract has been
rendered.

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5.2.6 Any arbitration referred to in Article 5.2 shall be conducted in accordance with
the (Indian) Arbitration and Conciliation Act, 1996 (or any enactment replacing
such act) and rules and regulations made thereunder.

5.2.7 The arbitral tribunal shall consist of three arbitrators. The venue of arbitration
shall be in Ahmedabad, Gujarat, India. The language to be used in the
arbitration shall be the English language exclusively and any award shall be
made in the English language.

5.2.8 Any decision or award of the arbitral tribunal shall be final and binding upon the
Parties. The Parties hereto expressly and irrevocably agree that the arbitral
award may be enforced against the Parties to the arbitration proceeding or
their assets wherever they may be found and that a judgement upon the
arbitral award may be entered in any court having jurisdiction.
5.2.9 Each of the Owner and the Contractor shall appoint one arbitrator each. The
two arbitrators so appointed shall jointly appoint a third arbitrator. In the event
of the failure by any Party to appoint an arbitrator within thirty (30) days from
the date of the receipt of the notice from the other Party and / or failure by the
two arbitrators appointed by the Parties under this Article 5.2.9 to appoint the
third arbitrator within a period of thirty (30) days, such arbitrator / (s) shall be
appointed by the High Court of [Gujarat].
Provided however that, in all cases, the third arbitrator shall only be a person
who is an:
(1) Advocate (or of equivalent qualification, licensed to practice law
in the jurisdiction of his residence) or former judge; and
(2) Has significant experience in international engineering,
procurement and construction agreements.
5.2.10 It is expressly stated herein that the provisions of this Article 5 shall survive
termination or expiry of this Contract.

5.3 Notwithstanding any reference to the Adjudicator or arbitration herein,

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(a) The Contractor shall continue to work and perform its obligations under the
Contract unless they otherwise agree.
(b) The Owner shall pay to the Contractor undisputed monies due and payable
to the Contractor, as per the contract terms and condition.

B. Subject Matter of Contract

6 Scope of Work

6.1 The scope of work under the Contract relates to construction of Facility by
carrying out the following specific work scopes :
• Supply of Plant and Equipment from within India
• Onshore services
• Installation and construction services
• Supply of mandatory spares from within India
As fully described in Vol I-B for detailed Scope of Work.

6.2 Contractor shall, unless specifically excluded in the Contract, perform all such
work and/or supply all such items and materials not specifically mentioned in the
Contract but that can be reasonably inferred in accordance with Good Industry
Practice that the providing, furnishing or performing or causing the provision, of
such additional items was contemplated as part of the Scope of Work (including
the Technical Specifications), and/or the providing, furnishing or performing or
causing the provision, furnishing and performance of such additional items is
necessary in order for Contractor to satisfy the Guarantees and the warranties
set forth in this Contract and to make the Facilities operable and capable of
performing as specified in the Technical Specifications or as otherwise
necessary in order to comply with the requirements of this Contract. .
6.3 Without limiting the ambit of the foregoing, wherever this Contract describes any
portion of the Scope of Work in general terms, but not complete in detail,

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Contractor agrees that the Scope of Work shall include any incidental work,
activities and services which may be reasonably inferred as required or
necessary to complete and render the Facilities operable in accordance with the
Terms and conditions of this Contract and Owner shall have no obligation or
responsibility whatsoever (except as specifically set forth in this Contract) with
respect to the completion of the Facilities.

6.4 The Parties acknowledge and agree that this Contract is a lump-sum firm fixed
price time certain turnkey contract and Contractor’s obligation to provide, furnish
and perform its services, activities and work under this Contract includes
Contractor providing Owner with the operating and completed Facilities, complete
in every detail within the time and for the purposes specified in this Contract and
to do and furnish to the Owner everything necessary in connection herewith.
6.5 Except as otherwise expressly provided in this Contract, Contractor agrees and
acknowledges that Contractor shall perform all of its obligations and
responsibilities under this Contract at its own risk, cost and expense.
6.6 In addition to the supply of spare parts included in the Contract, the Contractor
Agrees to supply spare parts required for the operation and maintenance of the
Facilities for the period specified in the Special Conditions of Contract (2 years).
However, It should be as per Technical specification stipulated in respective data
sheets.

7 Time for Commencement and Completion


7.1 The Contractor shall attain Completion of the Facilities (or of a part where a
separate time for Completion of such part is specified in the Contract) within the
time stated in the SCC or within such extended time to which the Contractor
shall be entitled under GCC Clause 40 hereof.
7.2 The Contractor guarantees that it shall be in a position to complete the Pre-
commissioning, Commissioning and Guarantee Tests and obtain the Operational
Completion Certificate (or Provisional Operational Certificate) within 10 (9+1)
months from the date of issue of Letter of Acceptance by the Owner.

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8 Contractor’s Responsibilities
8.1 The Contractor shall carry out engineering, manufacturing, (including
associated purchases and/or subcontracting), supply, installation and
completion of the Facilities with due care and diligence a professional
manner, using sound engineering and design principles and project
management and supervisory procedures and in accordance with Good
Industry Practice such that besides complying with every requirement and
obligation set forth in this Contract and Applicable Law, the Contractor also
ensures that the Facilities are fit for the intended purpose of the Owner.
Contractor represents and warrants that it has the requisite skills, experience,
expertise and capacity to perform the Scope of Work in the foregoing manner
and to satisfy and fulfil all of its obligations and responsibilities under this
Contract.
8.2.1 The Contractor confirms that it has entered into this Contract on the basis of a
proper examination of the data relating to the Facilities (including any data as
to boring tests) provided by the Owner, and on the basis of information that
the Contractor could have obtained from a geophysical, geotechnical or visual
inspection of the Site (if access thereto was available) and of other data
readily available to it relating to the Facilities as of the date of bid submission.
The Contractor acknowledges that any failure to acquaint itself with all such
data and information shall not relieve its responsibility for properly estimating
the difficulty or cost of successfully performing the Facilities.
8.3 The Contractor shall acquire in its name all permits, approvals and/or licenses
from all local, state or national government authorities or public service
undertakings in the country where the Site is located that are necessary for
the performance of the Contract, including, without limitation, visas for the
Contractor’s and Subcontractor’s personnel and entry permits for all imported
Contractor’s Equipment. The Contractor shall acquire all other permits,
approvals and/or licenses that are not the responsibility of the Owner under
GCC Sub-Clause 10.3 hereof and that are necessary for the performance of
the Contract.

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8.4 The Contractor shall comply with all laws in force in the country where the
Facilities are installed and where the Installation Services are carried out. The
laws will include all local, state, national or other laws that affect the
performance of the Contract and bind upon the Contractor. The Contractor
shall indemnify and hold harmless the Owner from and against any and all
liabilities, damages, claims, fines, penalties and expenses of whatever nature
arising or resulting from the violation of such laws by the Contractor or its
personnel, including the Subcontractors and their personnel, but without
prejudice to GCC Sub-Clause 10.1 hereof.
8.5 Any Plant, Material and Services that will be incorporated in or be required for
the Facilities and other supplies shall have their origin as specified under
GCC Clause 1 from an eligible party.).
8.6 Contractor shall cause the design and engineering of the Facilities to
conform with the design criteria set forth in the Scope of Work and the
Technical Specifications.
8.7 Except for items expressly stated as being required to be provided by Owner
pursuant to this Contract, Contractor shall provide all other items, Plant and
Equipment, Contractor’s Equipment, services of others, supplies, utilities,
power, water and fuel required for the construction of the Facilities, the
performance of the work, Commissioning and Guarantee tests, and for the
purposes of this Contract generally.
8.8 The Contractor shall obtain necessary power, water connection from relevant
authorities and will pay its rental and use charges.
8.9 The Contractor shall be responsible for providing necessary residential
accommodation for employees, staffs, workers etc and construction of
necessary office.
8.10 Contractor shall provide common furnished office to Client, PMC and TPIA
with following facilities. The office shall be provided at one location. Provision
of Facilities at Location should be:-
• 1 Cabin + 8 work stations all.
• 6 PC’s of Pentium 4 each with 17” coloured Monitor, UPS and coloured
Printer for all three agencies.
• Fax / Xerox Machine / Scanner – 1 (common for all agencies).

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• One Office Assistant and one Peon (common for all agencies).
• 1 No. of landline Telephone and 1 No. of Telefax (common for all
agencies).
• Facility of Internet with LAN connectivity.
• Air Conditioners as required
• CUG mobiles to all members of the three agencies.
• Sufficient nos. of chairs, tables and storage racks.

9.0 Owner’s Responsibilities


9.1 The Owner shall not be responsible for the accuracy of all information and/or
data to be supplied by the Owner as described in the corresponding Appendix
(Scope of Works and Supply by the Owner) to the Contract. The Contractor
shall verify the adequacy and accuracy of such data and satisfy itself that they
are sufficient and adequate for the purpose for executing all its tasks under
the contract.
9.2 The Owner shall be responsible for acquiring and providing Right of Use
(“RoU”) and Right of Way (“RoW”) of the Site as per agreed schedule for
handing over the RoU/RoW access to and approach roads to RoW/RoU and
ensuring physical possession of the RoU and RoW shall be the responsibility
of the Contractor which it shall obtain at its own cost and risk. The obligations
of the owner of acquiring ROU shall be deemed to be discharged in full upon
publication of notification under section – 6 (1) of the Gujarat Water and Gas
Pipeline (Acquisition of Right of User in Land) Act. Any additional ROU
required on account of de-routing / re-routing of the pipeline or any ROU
required subsequent to publication of 6(1) notification on account of any
reason whatsoever shall be the sole responsibility of the Contractor which
shall be discharged by the Contractor at its own risk and costs.
9.3 The Owner shall acquire and pay for all permits, approvals and/or licenses
from all local, state or national government authorities or public service
undertakings in the country where the Site is located, if and only if, such
authorities or undertakings require the Owner to obtain them in the Owner’s
name, are necessary for the execution of the Contract (they include those

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required for the performance by both the Contractor and the Owner of their
respective obligations under the Contract), and are specified in the
corresponding Appendix (Scope of Works and Supply by the Owner) to the
Contract Agreement.
9.4 If requested by the Contractor, the Owner shall use its reasonable
endeavours to assist the Contractor in obtaining in a timely and
expeditious manner all permits, approvals and/or licenses necessary for
the execution of the Contract from all local, state or national government
authorities or public service undertakings that such authorities or
undertakings require the Contractor or Subcontractors or the personnel of the
Contractor or Subcontractors, as the case may be, to obtain.
9.5 The Owner shall be responsible for the continued operation of the Facilities
after Operational (or Provisional) Acceptance and one (1) month of
successful operation by the Contractor, under the observation of the
Owner, of the Facilities, in accordance with GCC Sub-Clause 24.7,
9.6 Unless otherwise provided, costs and expenses involved in the performance
of the Owner’s obligations shall be the responsibility of the Owner, save
those to be incurred by the Contractor with respect to the
performance of Pre-commissioning, Commissioning, Operation for one
month and Guarantee Tests, in accordance with GCC Sub-Clause 25.2 or
the related provisions in GCC and SCC.

C. Payment

10 Contract Price
10.1 The Contract Price is the aggregate of the price payable by the Owner
towards the specific scope of work as indicated in GCC Clause 6, to be
performed by the Contractor and as specifically indicated in Article 2
(Contract Price and Terms of Payment) of the Form of Contract Agreement
and includes all taxes other than those specifically referred to in clause 10.3
10.2 Unless indicated otherwise in the SCC, the Contract Price shall be a firm
lump sum not subject to any alteration, except in the event of a Change in the
scope of work or as otherwise provided in the Contract.

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10.3 [ OMITTED]
10.4 Subject to GCC Sub-Clauses 9.2, 10.1 and 35 hereof, the Contractor shall be
deemed to have satisfied itself as to the correctness and sufficiency of the Contract
Price, which shall, except as otherwise provided for in the Contract, cover all its
obligations under the Contract and all things necessary for completing all its
obligations including the proper design, execution, procurement and completion, pre-
commissioning, commissioning, all testing (including operating for one month), and
remedying defects of the Facilities (if any) as per the provisions of this Contract.

11 Terms of Payment
11.1 Separate invoices shall be raised for the following activities referred to in the
Scope of Work:
• Plant and Equipment Supplied from within India
• Onshore services
• Installation and construction services
• Mandatory Spares supplied from India
11.2 Where a Joint Venture/ Consortium has been awarded the contract, the
members of the Joint Venture/ Consortium would raise their invoices
separately for their respective scopes of work in the above manner directly in
favour of the Owner. All invoices have to be raised by valid legal entity/
entities.

11.3 The Contract Price shall be paid as specified in the corresponding Section V
(Terms and Procedures of Payment) to the Contract Agreement. The
procedures to be followed in making application for and processing payments
shall be those outlined in the same Appendix.
11.4 No payment made by the Owner herein shall be deemed to constitute
acceptance by the Owner of the Facilities or any part(s) thereof.
11.5 In the event that the Owner fails to make any payment by its respective due
date or within the period set forth in the Contract without reasonable cause,
the Owner shall pay to the Contractor interest on the amount of such delayed
payment at the rate(s) shown in the corresponding Appendix (Terms and

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Procedures of Payment) not exceeding 0.50% ( half percent) per month, of


the delayed Amount for the period of delay until payment has been made in
full, whether before or after judgment or arbitrage award.
11.6 The currency or currencies in which payments are made to the Contractor
under this Contract shall be specified in the corresponding Appendix (Terms
and Procedures of Payment) to the Contract Agreement, subject to the
general principle that payments will be made in the currency or currencies in
which the Contract Price has been stated in the Contractor’s bid.
11.7 All payments shall be made in the currency or currencies specified in the
corresponding Section V (Terms and Procedures of Payment) to the Contract
Agreement.

12 Securities
12.1 Issuance of Securities
The Contractor shall provide the securities specified below in favour of the
Owner at the times, and in the amount, manner and form specified below.
12.2 Advance Payment Security
12.2.1 The Contractor shall, within fifteen (15) days of the notification of contract
award, provide a security in an amount equal to the advance payment
calculated in accordance with the corresponding Section V (Terms and
Procedures of Payment) to the Contract Agreement, and in the same
currency or currencies. The entire advance payment shall stand recovered
before the scheduled date of physical completion, notwithstanding any
extension of the date for any reason under this Contract. In the event that
the Contract Price shall have been paid in full and the advance payment
shall not have been fully recovered, the remainder of the advance
payments shall be immediately returned by Contractor to Owner or at
Owner’s sole discretion shall be used to offset and shall be deducted
from, the payment of any other amounts owed by Owner to Contractor
under this Contract.

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12.2.2 The security shall be in the form provided in the bidding documents or in
another form acceptable to the Owner. The amount of the security shall be
reduced in proportion to the value of the Facilities executed by and paid to
the Contractor from time to time, and, in any event, when Contractor is
required to return the advance payments in full in the event of non-
performance or termination of this Contract in accordance with the terms
hereof or upon the exercise by Owner of any right or remedy under this
Contract and shall automatically become null and void when the full amount
of the advance payment has been recovered by the Owner. The security
shall be returned to the Contractor immediately after its expiration.
12.3 Performance Security
12.3.1 The Contractor shall, within ten (10) days of the notification of contract
award, provide a security for the due performance of the Contract in the
amount specified in the SCC.
12.3.2 The security shall be denominated in Indian Rupees and shall be in one of
the forms of an irrevocable, unconditional, first demand, replenish able,
bank guarantee provided in the bidding documents, as stipulated by the
Owner in the SCC, or in another form acceptable to the Owner.
12.3.3 On achieving the Operational Acceptance (or Provisional Operational
Acceptance) the Construction Period Performance Security shall be
replaced by the Operational Period Performance Security. The
Construction Period security shall be released only on obtaining the
Operation Period Performance Security.
12.3.4 The operation period performance security shall become null and void
twenty four (24) months after Completion of the Facilities provided,
however, that if the Defects Liability Period has been extended on any part
of the Facilities pursuant to GCC Sub-Clause 27.8 hereof, the Contractor
shall issue an additional security in an amount proportionate to the
Contract Price of that part. The security shall be returned to the Contractor
immediately after its expiration, provided, however, that if the Contractor,
pursuant to GCC Sub-Clause 27.10, is liable for an extended warranty

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obligation, the performance security shall be extended for the period and
up to the amount specified in the SCC.
12.3.5 The Performance Securities shall be replenished to their original level
every time any drawal is made on them during the construction and the
Defects Liability Period.

13 Taxes and Duties


13.1 The Contractor shall bear and pay all taxes, duties, levies and charges
assessed on the Contractor, its Subcontractors or their employees by all
municipal, state or national government authorities in connection with the
Facilities in and outside of the country where the Site is located and no
adjustment or variation will be allowed for changes thereof subject to Clause
44 of SCC, at actuals.
13.2 Notwithstanding the above, in the case of Entry tax/Octroi, the same shall be
paid upfront by the Contractor under the Onshore scope of services for and
on behalf of the Owner and reimbursed by the Owner at actuals.
13.3 For the purpose of the Contract, it is agreed that the Contract Price specified
in Article 2 (Contract Price and Terms of Payment) of the Form of Contract
Agreement is based on the taxes, duties, levies and charges prevailing on the
date of bid submission in India and Gujarat where the Site is located (unless
otherwise revised by mutual consent).
13.4 All taxes and duties forming part of the Contract Price shall be paid by the
Owner only on submission of documentary proof of payment of such taxes
and to the extent indicated on the invoices raised on the Owner and within the
limits indicated in the Contract price, subject to the Contractor having issued
appropriate declaration indicated in the Clause 11.4 (e) (iii) of the ITB.
13.5 The Contractor undertakes to issue proper invoice as stipulated under the excise,
sales tax, value added tax and service tax legislations to enable the Owner to
avail the credit of such taxes, wherever applicable, paid by the Contractor or their
Vendors as indicated in ITB 11.5. However, if Owner is not able to avail the credit
due to issuance of a defective invoice by the Contractor, or issuance of invoice
not capturing the requirements necessary to enable Owner to claim tax credit

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then the Contractor shall immediately indemnify Owner for such loss of tax credit,
which would be otherwise available to Owner. Owner will in its sole discretion
decide to recover such loss by way of deduction from payment due to the
Contractor or invoking the Performance Bank Guarantee.
13.6 Each party hereto, agrees to indemnify and keep indemnified and saved
harmless at all times the other party against any loss, cost, expenses or damage
suffered or incurred by it, by reason of its failure to pay taxes, duties, etc. which it
is obliged to pay pursuant to the provisions of this clause and/ or arising out of its
failure to comply with its obligations under this clause.
13.7 The Owner shall carry out necessary tax withholding as per the applicable
Central and State tax laws on payments to be made to the Contractor.
13.8 C-Form will not be issued by Owner.

D. Intellectual Property

14 Copyright

14.1 The copyright in all drawings, documents and other materials containing data
and information furnished to the Owner by the Contractor herein shall remain
vested in the Contractor or, if they are furnished to the Owner directly or
through the Contractor by any third party, including suppliers of materials, the
copyright in such materials shall remain vested in such third party.

15 Confidential Information
15.1 The Owner and the Contractor shall keep confidential and shall not, without
the written consent of the other party hereto, divulge to any third party any
documents, data or other information furnished directly or indirectly by the
other party hereto in connection with the Contract, whether such information
has been furnished prior to, during or following termination of the Contract.
Notwithstanding the above, the Contractor may furnish to its Subcontractor(s)
such documents, data and other information it receives from the Owner to the
extent required for the Subcontractor(s) to perform its work under the
Contract, in which event the Contractor shall obtain from such

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Subcontractor(s) an undertaking of confidentiality similar to that imposed on


the Contractor under this GCC Clause 16.
15.2 The Owner shall not use such documents, data and other information
received from the Contractor for any purpose other than the operation and
maintenance of the Facilities. Similarly, the Contractor shall not use such
documents, data and other information received from the Owner for any
purpose other than the design, procurement of Plant and Equipment,
construction or such other work and services as are required for the
performance of the Contract.
15.3 The obligation of a party under GCC Sub-Clauses 16.1 and 16.2 above,
however, shall not apply to that information which
(a) now or hereafter enters the public domain through no fault of that party
(b) can be proven to have been possessed by that party at the time of
disclosure and which was not previously obtained, directly or indirectly,
from the other party hereto
(c) Otherwise lawfully becomes available to that party from a third party that
has no obligation of confidentiality.
15.4 The above provisions of this GCC Clause 16 shall not in any way modify any
undertaking of confidentiality given by either of the parties hereto prior to the
date of the Contract in respect of the Facilities or any part thereof.
15.5 The provisions of this GCC Clause 16 shall survive termination, for whatever
reason, of the Contract.
E. Execution of the Facilities

16 Representatives
16.1 Project Manager
16.1.1 Deleted.
16.1.2 The Project Manager shall represent and act for the Owner at all times
during the currency of the Contract. All notices, instructions, orders,
certificates, approvals and all other communications under the Contract shall
be given by the Project Manager, except as herein otherwise provided. All
notices, instructions, information and other communications given by the

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Contractor to the Owner under the Contract shall be given to the Project
Manager, except as herein otherwise provided. The Project Manager shall
also be referred to as the Owner’s Representative.

16.1.3 All instructions, notices, information and other communications given by the
contractor to the owner under the contract shall be given to the Project
Manager, except as herein otherwise provided.

16.2 Contractor’s Representative & Construction Manager


16.2.1 If the Contractor’s Representative is not named in the Contract, then
within fourteen (14) days of the Effective Date, the Contractor shall appoint
the Contractor’s Representative and shall request the Owner in writing to
approve the person so appointed. If the Owner makes no objection to the
appointment within fourteen (14) days, the Contractor’s Representative
shall be deemed to have been approved. If the Owner objects to the
appointment within fourteen (14) days giving the reason therefore, then the
Contractor shall appoint a replacement within fourteen (14) days of such
objection, and the foregoing provisions of this GCC Sub-Clause 16.2.1 shall
apply thereto.

16.2.2 The Contractor’s Representative shall represent and act for the Contractor
at all times during the currency of the Contract and shall give to the
Project Manager all the Contractor’s notices, instructions, information and
all other communications under the Contract. All notices, instructions,
information and all other communications given by the Owner or the
Project Manager to the Contractor under the Contract shall be given to the
Contractor’s Representative or, in its absence, its deputy, except as herein
otherwise provided. The Contractor shall not revoke the appointment of
the Contractor’s Representative without the Owner’s prior written consent,
which shall not be unreasonably withheld. If the Owner consents thereto,
the Contractor shall appoint some other person as the Contractor’s
Representative, pursuant to the procedure set out in GCC Sub-Clause

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16.2.1. The Contractor’s Representative shall be authorised to bind


Contractor for all purposes under this Contract and notices, approvals and
consents given to or received from the Contractor’s Representative shall
have the same effect as if given to or received from Contractor.

16.2.3 The Contractor’s Representative may, subject to the approval of the Owner
(which shall not be unreasonably withheld), at any time delegate to any
person any of the powers, functions and authorities vested in him or her.
Any such delegation may be revoked at any time. Any such delegation or
revocation shall be subject to a prior notice signed by the Contractor’s
Representative, and shall specify the powers, functions and authorities
thereby delegated or revoked. No such delegation or revocation shall take
effect unless and until a copy thereof has been delivered to the Owner
and the Project Manager.
Any act or exercise by any person of powers, functions and authorities so
delegated to him or her in accordance with this GCC Sub-Clause 16.2.3
shall be deemed to be an act or exercise by the Contractor’s
Representative.
16.2.4 From the commencement of installation of the Facilities at the Site until
Completion, the Contractor’s Representative shall appoint a suitable
person as the construction manager (hereinafter referred to as “the
Construction Manager”). The Construction Manager shall supervise all
work done at the Site by the Contractor and shall be present at the Site
throughout normal working hours except when on leave, sick or absent for
reasons connected with the proper performance of the Contract.
Whenever the Construction Manager is absent from the Site, a suitable
person shall be appointed to act as his or her deputy.

16.2.5 The Owner may by notice to the Contractor object to any representative or
person employed by the Contractor in the execution of the Contract who, in
the reasonable opinion of the Owner, may behave inappropriately, may be
incompetent or negligent, or may commit a serious breach of the Site

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regulations provided under GCC Sub- Clause 22.3. The Owner shall
provide evidence of the same, whereupon the Contractor shall remove
such person from the Facilities.

16.2.6 If any representative or person employed by the Contractor is removed, the


Contractor shall, where required, promptly provide a replacement. All costs
associated with such termination and with the replacement of such
personnel shall be borne by contractor.

17 Work Program

17.1 Contractor’s Organization The Contractor shall supply to the Owner and the
Project Manager a chart showing the proposed organization to be established
by the Contractor for carrying out work on the Facilities. The chart shall
include the identities of the key personnel together with the curricula vitae of
such key personnel to be employed within fourteen (14) days of the Effective
Date. The Contractor shall promptly inform the Owner and the Project
Manager in writing of any revision or alteration of such an organization chart.
Contractor agrees that all key personnel, so identified shall be assigned solely
to the performance of Contractor’s obligations hereunder.

17.2 Programme of Performance


Within fifteen (15) days after the date of signing the Contract Agreement, the
Contractor shall prepare and submit to the Project Manager a detailed
program of performance of the Contract, made in the form specified in the
SCC and showing the sequence in which it proposes to design, manufacture,
transport, assemble, install and pre-commissioning the Facilities, as well as
the date by which the Contractor reasonably requires that the Owner shall
have fulfilled its obligations under the Contract so as to enable the Contractor
to execute the Contract in accordance with the program and to achieve
Completion, Commissioning and Acceptance of the Facilities in accordance
with the Contract. The program so submitted by the Contractor shall accord

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with the Time Schedule included in the corresponding Appendix (Time


Schedule) to the Contract Agreement and any other dates and periods
specified in the Contract. The Contractor shall update and revise the program
as and when appropriate or when required by the Project Manager, but
without modification in the Times for Completion given in the SCC and any
extension granted in accordance with GCC Clause 40, and shall submit all
such revisions to the Project Manager.
17.3 Progress Report
The Contractor shall monitor progress of all the activities specified in the
program referred to in GCC Sub-Clause 18.2 above, and supply a progress
report to the Project Manager every month.
The progress report shall be in a form acceptable to the Project Manager and
shall indicate: (a) percentage completion achieved compared with the
planned percentage completion for each activity; and (b) where any activity is
behind the program, giving comments and likely consequences and stating
the corrective action being taken.
17.4 Progress of Performance
If at any time the Contractor’s actual progress falls behind the program
referred to in GCC Sub-Clause 18.2, or it becomes apparent that it will so fall
behind, the Contractor shall deploy extra resources including but not limited to
extra manpower, installation services and equipment, etc. to make up the
progress. Contractor shall at the request of the Owner or the Project
Manager, prepare and submit to the Project Manager a revised program,
taking into account the prevailing circumstances, and shall notify the Project
Manager of the steps being taken to expedite progress so as to attain
Completion of the Facilities within the Time for Completion under GCC Sub-
Clause 7.2, any extension thereof entitled under GCC Sub-Clause 40.1, or
any extended period as may otherwise be agreed upon between the Owner
and the Contractor. All time and cost effect in this respect, shall be borne by
Contractor.
17.5 Work Procedures

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The Contract shall be executed in accordance with the Contract Documents


and the procedures given in the section on Sample Forms and Procedures of
the Contract Documents. The Contractor may execute the Contract in
accordance with its own standard project execution plans and procedures to
the extent that they do not conflict with the provisions contained in the
Contract.

18 Subcontracting

18.1 The corresponding Appendix (List of Approved Subcontractors) to the


Contract Agreement specifies major items of supply or services and a list of
approved Subcontractors against each item, including vendors. Insofar as no
Subcontractors are listed against any such item, the Contractor shall prepare
a list of Subcontractors for such item for inclusion in such list. The Contractor
may from time to time propose any addition to or deletion from any such list.
The Contractor shall submit any such list or any modification thereto to the
Owner for its approval in sufficient time so as not to impede the progress of
work on the Facilities. Such approval by the Owner for any of the
Subcontractors shall not relieve the Contractor from any of its obligations,
duties or responsibilities under the Contract.

18.1 The Contractor shall select and employ its Subcontractors for such major
items from those listed in the lists referred to in GCC Sub-Clause 19.1.
18.2 For items or parts of the Facilities not specified in the corresponding Appendix
(List of Approved Subcontractors) to the Contract Agreement, the Contractor
may employ such Subcontractors as it may select, at its discretion.
18.3 All sub-contractors and suppliers of the Contractor shall be deemed to be
agents of the Contractor. All Subcontractors shall be appropriately licensed to
perform the subcontract work. Nothing in this Contract generally or in this
GCC Clause 18 specifically shall be construed as relieving the Contractor of
any of his obligations under this Contract for which it shall continue to remain

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completely and fully liable as if no Subcontracts has been executed or as


affecting the Owner’s rights vis-à-vis the Contractor.

19 Design and Engineering


19.1 Specifications and Drawings
19.1.1 The Contractor shall execute the detailed design and the engineering
work in compliance with the provisions of the Contract, or where not so
specified and in accordance with good industry practice and shall be
responsible for ensuring that the Facilities are engineered and built to
meet all guarantees and acceptance criterion The Contractor shall be
responsible for any discrepancies, errors or omissions in the
specifications, drawings and other technical documents whether such
specifications, drawings and other documents have been prepared by or
reviewed and approved by the Project Manager or not.
19.2 Codes and Standards
Wherever references are made in the Contract to codes and standards in
accordance with which the Contract shall be executed, the edition or the
revised version of such codes and standards current at the date of bid
submission shall apply unless otherwise specified. During Contract
execution, any changes in such codes and standards shall be applied
after approval by the Owner and shall be treated in accordance with GCC
Clause 39.
19.3 Approval/Review of Technical Documents by Project Manager
19.3.1 The Contractor shall prepare (or cause its Subcontractors to prepare)
and furnish to the Project Manager the documents listed in the
corresponding Appendix (List of Documents for Approval or Review) to
the Contract Agreement for its approval or review as specified and in
accordance with the requirements of GCC Sub-Clause 17.2 (Program of
Performance).

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Any part of the Facilities covered by or related to the documents to be


approved by the Project Manager shall be executed only after the Project
Manager’s approval thereof.
GCC Sub-Clauses 19.3.2 through 19.3.7 shall apply to those documents
requiring the Project Manager’s approval, but not to those furnished to
the Project Manager for its review only.
19.3.2 Within fourteen (14) days after receipt by the Project Manager of any
document requiring the Project Manager’s approval in accordance with
GCC Sub-Clause 19.3.1, the Project Manager shall either return one
copy thereof to the Contractor with its approval endorsed thereon or shall
notify the Contractor in writing of its disapproval thereof and the reasons
therefore and the modifications that the Project Manager proposes.
If the Project Manager fails to take such action within the said fourteen
(14) days, then the said document shall be deemed to have been
approved by the Project Manager.
19.3.3 The Project Manager shall not disapprove any document, except on the
grounds that the document does not comply with some specified
provision of the Contract or that it is contrary to good industry practice.
19.3.4 If the Project Manager disapproves the document, the Contractor shall
modify the document and resubmit it for the Project Manager’s approval
in accordance with GCC Sub-Clause 19.3.2. If the Project Manager
approves the document subject to modification(s), the Contractor shall
make the required modification(s), whereupon the document shall be
deemed to have been approved.
19.3.5 If any dispute or difference occurs between the Owner and the Contractor
in connection with or arising out of the disapproval by the Project
Manager of any document and/or any modification(s) thereto that cannot
be settled between the parties within a reasonable period, then such
dispute or difference may be referred to an Adjudicator for determination
in accordance with GCC Sub-Clause 5.1 hereof. If such dispute or
difference is referred to an Adjudicatory Panel, the Project Manager shall
give instructions as to whether and if so, how, performance of the

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Contract is to proceed. The Contractor shall proceed with the Contract in


accordance with the Project Manager’s instructions, provided that if the
Adjudicator upholds the Contractor’s view on the dispute and if the
Owner has not given notice under GCC Sub-Clause 5.1.2 hereof, then
the Contractor shall be reimbursed by the Owner for any additional costs
incurred by reason of such instructions and shall be relieved of such
responsibility or liability in connection with the dispute and the execution
of the instructions as the Adjudicator shall decide, and the Time for
Completion shall be extended accordingly.
19.3.6 The Project Manager’s approval, with or without modification of the
document furnished by the Contractor, shall not relieve the Contractor of
any responsibility or liability imposed upon it by any provisions of the
Contract.
19.3.7 The Contractor shall not depart from any approved document unless the
Contractor has first submitted to the Project Manager an amended
document and obtained the Project Manager’s approval thereof, pursuant
to the provisions of this GCC Sub-Clause 19.3.

20 Supply
20.1 Owner Supplied Plant, Equipment and Materials
If the corresponding Appendix (Scope of Works and Supply by the Owner) to
the Contract Agreement provides that the Owner shall furnish any specific
items of machinery, equipment or materials to the Contractor, the following
provisions shall apply:
20.1.1 The Owner shall, at its own risk and expense, transport each item to the
place on or near the Site as agreed upon by the parties and make such
item available to the Contractor at the time specified in the program
furnished by the Contractor, pursuant to GCC Sub-Clause 17.2 unless
otherwise mutually agreed.
20.1.2 Upon receipt of such item, the Contractor shall inspect the same visually
and notify the Project Manager of any detected shortage, defect or
default. The Owner shall immediately remedy any shortage, defect or

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default, or the Contractor shall, if practicable and possible, at the request


of the Owner, remedy such shortage, defect or default at the Owner’s
cost and expense. After inspection, such item shall fall under the care,
custody and control of the Contractor. The provision of this GCC Sub-
Clause 21.1.13 shall apply to any item supplied to remedy any such
shortage or default or to substitute for any defective item, or shall apply
to defective items that have been repaired.
20.2 Plant and Equipment
20.2.1 The Contractor shall manufacture or procure and supply all the Plant and
Equipment in an expeditious and orderly manner
20.2.2 All supply of Plant and Equipment from within India Plant for
incorporation in the Facility shall be supplied on an Ex Works price basis
21 Onshore Services

21.1.1
21.1.2 With respect to Plant and Equipment sourced from within India, the
Contractor shall notify Owner of the date of dispatch of Equipment and
Materials from sources within India and expected date of arrival at the
Site for the information of Owner. The Contractor shall also give all
dispatch information concerning the weight, size and content of each
packing including any other information Owner may require. The
following documents shall be sent to the Owner within 3 (three) days from
the date of shipment.

• Signed Invoice (original + 4 copies)


• Packing list (original + 4 copies)
• Test Certificate (original + 4 copies)
• Railway receipt/Lorry receipt/Delivery Challan (original + 4 copies)
• Inspection certificate (original + 4 copies)
• Excise/Tax invoice (original + 4 copies)

21.1.3 The Owner’s Representative, with assistance from Contractor, shall


prepare necessary Goods Receipt Vouchers (GRV) for receipt & delivery
of the Plant and Equipment sourced within India by the Owner at Site and

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thereafter issue the Stores Issue Voucher to enable the Contractor for
incorporation in the Facility. Once the said goods are handed over to the
Contractor, it shall hold the same for and on behalf of the Owner and not
deal with it in any manner except holding it for execution and carrying out
all work. Further, during such time, the Contractor shall hold the
materials as a bailee of the Owner.
21.1.4 The Contractor shall always remain responsible for any loss or damage
to the goods thus procured and supplied before these are incorporated in
the Facility and at all times prior to Operational Acceptance. The
Contractor shall apart from its delivery obligations, immediately arrange
to replace/repair the lost or damaged goods and supplies entirely at its
own cost and irrespective of whether any claim for insurance in respect
of such loss or damage, is made by or not.
21.1.5 The Contractor shall transport all the Plant and Equipment (sourced
domestically) and the Contractor’s Equipment to the Site by the mode of
transport that the Contractor judges most suitable under all the
circumstances.
21.1.6 Unless otherwise provided in the Contract, the Contractor shall be entitled
to select any safe mode of transport operated by any person to carry the
Plant and Equipment and the Contractor’s Equipment.
21.1.7 Upon dispatch of each shipment of the Plant and Equipment and the
Contractor’s Equipment, the Contractor shall notify the Owner by telex,
cable, facsimile or Electronic Data Interchange (EDI) of the description of the
Plant and Equipment and of the Contractor’s Equipment, the point and
means of dispatch, and the estimated time and point of arrival in the country
where the Site is located, if applicable, and at the Site. The Contractor shall
furnish the Owner with relevant shipping documents.
21.1.8 The Contractor shall be responsible for obtaining, if necessary, approvals
from the authorities for transportation of the Plant and Equipment and the
Contractor’s Equipment to the Site. The Owner shall use its best endeavors
in a timely and expeditious manner to assist the Contractor in obtaining such
approvals, if requested by the Contractor. The Contractor shall indemnify

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and hold harmless the Owner from and against any claim for damage to
roads, bridges or any other traffic facilities that may be caused by the
transport of the Plant and Equipment and the Contractor’s Equipment to the
Site.

22 Installation
22.1 Setting Out/Supervision/Labour
22.1.1 Bench Mark: The Contractor shall be responsible for the true and proper
setting-out of the Facilities in relation to bench marks, reference marks
and lines provided to it in writing by or on behalf of the Owner and for the
correctness of the positions, levels, dimensions and alignment of all parts
of the Facilities and for the providing of all necessary instruments,
appliances and labour in connection therewith.
If, at any time during the progress of installation of the Facilities, any
error shall appear in the position, dimension, level or alignment of the
Facilities, the Contractor shall forthwith notify the Project Manager of
such error and, at its own expense, immediately rectify such error to the
reasonable satisfaction of the Project Manager.
Inspection by Owner of any setting-out of any line or level shall not in any
way relieve Contractor of its responsibility for the correctness thereof.
Contractor shall carefully protect and preserve all reference points, aids
and data used in setting-out the Facilities.
Contractor’s Supervision: The Contractor shall give or provide all
necessary superintendence during the installation of the Facilities, and
the Construction Manager or its deputy shall be constantly on the Site to
provide full time superintendence of the installation. The Contractor shall
provide and employ only technical personnel who are skilled and
experienced in their respective callings and supervisory staff who are
competent to adequately supervise the work at hand.

22.1.2 Labour:

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(a) The Contractor shall provide and employ on the Site in the installation of the
Facilities such skilled, semi-skilled and unskilled labour as is necessary for
the proper and timely execution of the Contract. The Contractor is
encouraged to use local labour that has the necessary skills.
(b) Unless otherwise provided in the Contract, the Contractor shall be responsible
for the recruitment, transportation, accommodation and catering of all labour,
local or expatriate, required for the execution of the Contract and for all
payments in connection therewith.
(c) The Contractor shall be responsible for obtaining all necessary permit(s)
and/or visa(s), security clearances from the appropriate authorities for the
entry of all labour and personnel to be employed on the Site into the country
where the Site is located.
(d) The Contractor shall at its own expense provide the means of repatriation to
all of its and its Subcontractor’s personnel employed on the Contract at the
Site to their various home countries. It shall also provide suitable temporary
maintenance of all such persons from the cessation of their employment on
the Contract to the date programmed for their departure. In the event that the
Contractor defaults in providing such means of transportation and temporary
maintenance, the Owner may provide the same to such personnel and
recover the cost of doing so from the Contractor.
(e) The Contractor shall at all times during the progress of the Contract use its
best endeavours to prevent any unlawful, riotous or disorderly conduct or
behaviour by or amongst its employees and the labour of its Subcontractors.
(f) The Contractor shall, in all dealings with its labour and the labour of its
Subcontractors currently employed on or connected with the Contract, pay
due regard to all recognized festivals, official holidays, religious or other
customs and all local laws and regulations pertaining to the employment of
labour.
22.2 Contractor’s Equipment
22.2.1 All Contractors’ Equipment brought by the Contractor onto the Site shall
be deemed to be intended to be used exclusively for the execution of the
Contract. The Contractor shall not remove the same from the Site without

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the Project Manager’s express written consent that such Contractor’s


Equipment is no longer required for the execution of the Contract.
22.2.2 Unless otherwise specified in the Contract, upon completion of the
Facilities, the Contractor shall remove from the Site all Equipment
brought by the Contractor onto the Site and any surplus materials
remaining thereon.
22.2.3 The Owner will, if requested, use its best endeavours to assist the
Contractor in obtaining any local, state or national government
permission required by the Contractor for the export of the Contractor’s
Equipment imported by the Contractor for use in the execution of the
Contract that is no longer required for the execution of the Contract.
22.3 Site Regulations and Safety
The Owner and the Contractor shall establish Site regulations setting out
the rules to be observed in the execution of the Contract at the Site and
shall comply therewith. The Contractor shall prepare and submit to the
Owner, with a copy to the Project Manager, proposed Site regulations for
the Owner’s approval, which approval shall not be unreasonably
withheld. Such Site regulations shall include, but shall not be limited to,
rules in respect of security, safety of the Facilities, gate control,
sanitation, medical care, and fire prevention. Contractor shall take all
measures to maintain the health and safety of persons and to prevent
injury to persons or damage to any property on the Site, or in the vicinity
thereof, as a result of Contractor executing the Contract at the Site.

22.4 Opportunities for Other Contractors


22.4.1 The Contractor shall, upon written request from the Owner or the Project
Manager, give all reasonable opportunities for carrying out the work to
any other contractors employed by the Owner on or near the Site.
22.4.2 If the Contractor, upon written request from the Owner or the Project
Manager, makes available to other contractors any roads or ways the
maintenance for which the Contractor is responsible, permits the use by
such other contractors of the Contractor’s Equipment, or provides any

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other service of whatsoever nature for such other contractors, the Owner
shall fully compensate the Contractor for any loss or damage caused or
occasioned by such other contractors in respect of any such use or
service, and shall pay to the Contractor reasonable remuneration for the
use of such equipment or the provision of such services.
22.4.3 The Contractor shall also so arrange to perform its work as to minimize,
to the extent possible, interference with the work of other contractors.
The Project Manager shall determine the resolution of any difference or
conflict that may arise between the Contractor and other contractors and
the workers of the Owner in regard to their work.
22.4.4 The Contractor shall notify the Project Manager promptly of any defects
in the other contractors’ work that come to its notice, and that could affect
the Contractor’s work. The Project Manager shall determine the
corrective measures, if any, required to rectify the situation after
inspection of the Facilities. Decisions made by the Project Manager shall
be binding on the Contractor.

22.5 Emergency Work


If, by reason of an emergency arising in connection with and during the
execution of the Contract, any protective or remedial work is necessary as a
matter of urgency to prevent damage to the Facilities, the Contractor shall
immediately carry out such work.
If the Contractor is unable or unwilling to do such work immediately, the
Owner may do or cause such work to be done as the Owner may determine is
necessary in order to prevent damage to the Facilities. In such event the
Owner shall, as soon as practicable after the occurrence of any such
emergency, notify the Contractor in writing of such emergency, the work done
and the reasons therefore. If the work done or caused to be done by the
Owner is work that the Contractor was liable to do at its own expense under
the Contract, the reasonable costs incurred by the Owner in connection
therewith shall be paid by the Contractor to the Owner. Otherwise, the cost of
such remedial work shall be borne by the Owner.

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22.6 Site Clearance


22.6.1 Site Clearance in Course of Performance: In the course of carrying out
the Contract, the Contractor shall keep the Site reasonably free from all
unnecessary obstruction, store or remove any surplus materials, clear
away any wreckage, rubbish or temporary works from the Site, and
remove any Contractor’s Equipment no longer required for execution of
the Contract.
22.6.2 Clearance of Site after Completion: After Completion of all parts of the
Facilities, the Contractor shall clear away and remove all wreckage,
rubbish and debris of any kind from the Site, and shall leave the Site and
Facilities clean and safe.
22.7 Watching and Lighting
The Contractor shall provide and maintain at its own expense all lighting,
fencing, and watching when and where necessary for the proper
execution and the protection of the Facilities, or for the safety of the
owners and occupiers of adjacent property and for the safety of the
public.
22.8 Work at Night and on Holidays
22.8.1 Unless otherwise provided in the Contract, no work shall be carried out
during the night and on public holidays of the country where the Site is
located without prior written consent of the Owner, except where work is
necessary or required to ensure safety of the Facilities or for the
protection of life, or to prevent loss or damage to property, when the
Contractor shall immediately advise the Project Manager, provided that
provisions of this GCC Sub-Clause 22.8.1 shall not apply to any work
which is customarily carried out by rotary or double-shifts.
22.8.2 Notwithstanding GCC Sub-Clauses 22.8.1 or 22.1.2, if and when the
Contractor considers it necessary to carry out work at night or on public
holidays so as to meet the Time for Completion and requests the
Owner’s consent thereto, the Owner shall not unreasonably withhold
such consent.

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23 Test and Inspection


23.1 The Contractor shall at its own expense carry out at the place of manufacture
and/or on the Site all such tests and/or inspections of the Plant and
Equipment and any part of the Facilities as are specified in the Contract.
23.2 The Owner and the Project Manager or their designated representatives shall
be entitled to attend the aforesaid test and/or inspection, provided that the
Owner shall bear all costs and expenses incurred in connection with such
attendance including, but not limited to, all travelling and board and lodging
expenses.
23.3 Whenever the Contractor is ready to carry out any such test and/or
inspection, the Contractor shall give a reasonable advance notice of such test
and/or inspection and of the place and time thereof to the Project Manager.
The Contractor shall obtain from any relevant third party or manufacturer any
necessary permission or consent to enable the Owner and the Project
Manager (or their designated representatives) to attend the test and/or
inspection.
23.4 The Contractor shall provide the Project Manager with a certified report of the
results of any such test and/or inspection. If the Owner or Project Manager (or
their designated representatives) fails to attend the test and/or inspection, or if
it is agreed between the parties that such persons shall not do so, then the
Contractor may proceed with the test and/or inspection in the absence of
such persons, and may provide the Project Manager with a certified report of
the results thereof.
23.5 The Project Manager may require the Contractor to carry out any test and/or
inspection not required by the Contract, provided that the Contractor’s
reasonable costs and expenses incurred in the carrying out of such test
and/or inspection shall be added to the Contract Price.
23.6 If any Plant and Equipment or any part of the Facilities fails to pass any test
and/or inspection, the Contractor shall either rectify or replace such Plant and
Equipment or part of the Facilities and shall repeat the test and/or inspection
upon giving a notice under GCC Sub-Clause 23.3.

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If any dispute or difference of opinion shall arise between the parties in


connection with or arising out of the test and/or inspection of the Plant and
Equipment or part of the Facilities that cannot be settled between the parties
within a reasonable period of time, the Owner may refer the same to an
Adjudicator for determination in accordance with GCC Sub-Clause 5.1.
23.7 The Contractor shall afford the Owner and the Project Manager, at the
Owner’s expense, access at any reasonable time to any place where the
Plant and Equipment are being manufactured or the Facilities are being
installed, in order to inspect the progress and the manner of manufacture or
installation, provided that the Project Manager shall give the Contractor a
reasonable prior notice.
23.8 The Contractor agrees that neither the execution of a test and/or inspection of
Plant and Equipment or any part of the Facilities, nor the attendance by the
Owner or the Project Manager, nor the approval of any drawing or
documents, nor the issue of any test certificate pursuant to GCC Sub-Clause
23.4, shall release the Contractor from any other responsibilities under the
Contract.
23.9 No part of the Facilities or foundations shall be covered up on the Site without
the Contractor carrying out any test and/or inspection required under the
Contract. The Contractor shall give a reasonable notice to the Project
Manager whenever any such part of the Facilities or foundations is ready or
about to be ready for test and/or inspection; such test and/or inspection and
notice thereof shall be subject to the requirements of the Contract.
23.10 The Contractor shall uncover any part of the Facilities or foundations, or shall
make openings in or through the same as the Project Manager may from time
to time require at the Site, and shall reinstate and make good such part or
parts. If any parts of the Facilities or foundations have been covered up at the
Site after compliance with the requirement of GCC Sub-Clause 23.10 and are
found to be executed in accordance with the Contract, the expenses of
uncovering, making openings in or through, reinstating, and making good the
same shall be borne by the Owner, and the Time for Completion shall be
reasonably adjusted to the extent that the Contractor has thereby been

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delayed or impeded in the performance of any of its obligations under the


Contract and the project critical path is affected. Should project critical path
not be affected only cost impact will apply.
23.11 Third parties acting pursuant to the requirements of Applicable Law shall have
the same rights of inspection, examination and testing as are granted to
Owner pursuant to this Clause 23. Such third parties shall also be
entitled to request such additional inspections, examinations and testing as
they deem appropriate and, for avoidance of doubt, no such inspection or
testing required under Applicable Law shall entitle Contractor to an increase in
the Contract Price.

24 Completion of the Facilities


24.1 The Contractor shall notify the Owner of the likely date of completion of the
facilities at least fourteen (14) days in advance and as soon as the Facilities
or any part thereof has, in the opinion of the Contractor, been completed
operationally and structurally and put in condition as specified in the
Technical Specifications, excluding minor items not materially affecting the
operation or safety of the Facilities, the Contractor shall so notify the Owner in
writing.
24.2 As soon as reasonably practicable after the operating and maintenance
personnel have been deployed and the raw materials, utilities, lubricants,
chemicals, catalysts, facilities, services and other matters have been obtained
at his own cost, the Contractor shall commence Pre-commissioning of the
Facilities or the relevant part thereof in preparation for subsequent
Commissioning.
24.3 As soon as all works in respect of Pre-commissioning are completed and, in
the opinion of the Contractor, the Facilities or any part thereof is ready for
Commissioning, the Contractor shall so notify the Project Manager in writing.
24.4 The Project Manager shall after receipt of the Contractor’s notice under GCC
Sub-Clause 23.4 and within fourteen (14) days of completion of
Commissioning of the Facilities under Section 25 below, either issue a
Completion Certificate (signifying physical or mechanical completion of the

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Facilities) in the form specified in the Sample Forms and Procedures section
in the bidding documents, stating that the Facilities or that part thereof have
reached Completion as of the date of the Contractor’s notice under GCC Sub-
Clause 23.4, or notify the Contractor in writing of any defects and/or
deficiencies.
If the Project Manager notifies the Contractor of any defects and/or
deficiencies, the Contractor shall then correct such defects and/or
deficiencies, and shall repeat the procedure described in GCC Sub-Clause
23.4.
If the Project Manager is satisfied that the Facilities or that part thereof have
reached Completion, the Project Manager shall, within seven (7) days after
receipt of the Contractor’s repeated notice, issue a Completion Certificate
stating that the Facilities or that part thereof have reached Completion as of
the date of the Contractor’s repeated notice.
If the Project Manager is not so satisfied, then it shall notify the Contractor in
writing of any defects and/or deficiencies within seven (7) days after receipt of
the Contractor’s repeated notice, and the above procedure shall be repeated.
24.5 As soon as possible after Completion, the Contractor shall complete all
outstanding minor items so that the Facilities are fully in accordance with the
requirements of the Contract, failing which the Owner will undertake such
completion and deduct the costs thereof from any monies owing to the
Contractor.
24.6 Only upon Operational Acceptance, the Owner shall be responsible for the
care and custody of the Facilities or the relevant part thereof, together with
the risk of loss or damage thereto, and shall thereafter take over the Facilities
or the relevant part thereof as on the date of Operational Acceptance.

25 Commissioning and Operational Acceptance

25.1 Commissioning
25.1.1 Commissioning of the Facilities or any part thereof shall be commenced
by the Contractor immediately after issue of the notice under Sub-Clause

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24.4 A Completion Certificate will be issued only after successful


completion of the Commissioning of the Facilities. Commissioning can be
carried out only if there is sufficient gas to carry out the commissioning
and is made available by the Owner in this regard. Commissioning shall
be certified by the Owner’s Representative.

25.2 Guarantee Test


25.2.1 The Guarantee Test (and repeats thereof) shall be conducted by the
Contractor during Pre-Commissioning, Commissioning, and Operation for
one month of the Facilities or the relevant part thereof to ascertain
whether the Facilities or the relevant part can attain the Functional
Guarantees and design specifications and pressure levels specified in
the Technical Specifications. The Contractor’s and Project Manager’s
advisory personnel shall attend the Guarantee Test, and shall advise and
assist the Owner. The Owner shall promptly provide the Contractor with
such information as the Contractor may reasonably require in relation to
the conduct and results of the Guarantee Test (and any repeats thereof).

25.3 Operational Acceptance


25.3.1 Subject to GCC Sub-Clause 25.4 below, Operational Acceptance shall
occur in respect of the Facilities or any part thereof when:
(a) the Guarantee Test has been successfully completed and the Functional
Guarantees are met and the Contractor has successfully operated the
Facilities for one month under the supervision of the Owner; or
(b) the Guarantee Test has not been successfully completed or has not been
carried out for reasons not attributable to the Contractor within the period from
the date of Completion specified in the SCC or any other agreed upon period
as specified in GCC Sub-Clause above; and
(c) any minor items relevant to the Facilities or that part thereof have been
completed.

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At any time after any of the events set out in GCC Sub-Clause 25.3.1 have
occurred, the Contractor may give a notice to the Project Manager requesting
the issue of an Operational Acceptance Certificate in the form provided in the
Bidding Documents or in another form acceptable to the Owner in respect of
the Facilities or the part thereof specified in such notice as of the date of such
notice.
25.3.2 The Project Manager shall, after consultation with the Owner, and within
seven (7) days after receipt of the Contractor’s notice, issue an
Operational Acceptance Certificate.
25.3.3 If within seven (7) days after receipt of the Contractor’s notice, the
Project Manager fails to issue the Operational Acceptance Certificate or
fails to inform the Contractor in writing of the justifiable reasons why the
Project Manager has not issued the Operational Acceptance Certificate,
the Facilities or the relevant part thereof shall be deemed to have been
accepted as of the date of the Contractor’s said notice.
25.4 Partial Acceptance
25.4.1 If the Contract specifies that Completion, Pre-commissioning and
Commissioning shall be carried out in respect of parts of the Facilities,
the provisions relating to Completion and Commissioning including the
Guarantee Test shall apply to each such part of the Facilities individually,
however provided that notwithstanding the aforesaid, the Operational
Acceptance Certificate shall be issued for the entire Facilities only.
25.4.2 If a part of the Facilities comprises facilities such as civil works, for which
no Commissioning or Guarantee Test is required, then the Project
Manager shall issue the Operational Acceptance Certificate for such
facility when it attains physical Completion, after the Contractor
completes any outstanding minor items that are listed by the Project
Manager after weathering of one monsoon season.

F. Guarantees and Liabilities

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26 Completion Time Guarantee


26.1 The Contractor guarantees that it shall attain Operational Acceptance of the
Facilities (or a part for which a separate time for completion is specified in the
SCC) within the time specified in the SCC pursuant to GCC Sub-Clause 7.2,
or within such extended time to which the Contractor shall be entitled under
GCC Clause 40 hereof.
26.2 If the Contractor fails to attain the Operational Acceptance of the Facilities or
any part thereof within the scheduled time or any extension thereof under
GCC Clause 40, the Contractor shall pay to the Owner liquidated damages in
the amount specified in the SCC as a percentage rate of the Contract Price.
The aggregate amount of such liquidated damages shall in no event exceed
the amount specified as “Maximum” in the SCC. Once the “Maximum” is
reached, the Owner may consider termination of the Contract, pursuant to
GCC Sub-Clause 42.2.2. The Contractor accepts the rates of liquidated
damages as reasonable and agrees that it shall not question or dispute the
rate and quantum of the liquidated damages for any reason or under any
circumstance whatsoever.
However, the payment of liquidated damages shall not in any way relieve the
Contractor from any of its obligations, duties, responsibilities to complete the
Facilities or from any other obligations and liabilities of the Contractor under
the Contract.

27 Defect Liability
27.1 The Contractor warrants that the Facilities or any part thereof shall be free
from defects in the design, engineering, materials and workmanship of the
Plant and Equipment supplied and of the work executed.
27.2 The Defect Liability Period shall be Eighteen (18) months from the date of
Operational Acceptance of the Facilities. If during the Defect Liability Period
any defect should be found in the design, engineering, materials and
workmanship of the Plant and Equipment supplied or of the work executed by
the Contractor, the Contractor shall promptly, in consultation and agreement
with the Owner regarding appropriate remedying of the defects, and at its

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cost, repair, replace or otherwise make good (as the Contractor shall, at its
discretion, determine) such defect as well as any damage to the Facilities
caused by such defect. The burden of proof of remedy of the defects shall be
on the Contractor.
27.3 The Contractor’s obligations under this GCC Clause 27 shall not apply to
(a) any materials that are supplied by the Owner under GCC Sub-Clause
20.2, are normally consumed in operation, or have a normal life shorter than
the Defect Liability Period stated herein
(b) Any other materials supplied or any other work executed by or on behalf of
the Owner, except for the work executed by the Owner under GCC Sub-
Clause 27.7.
27.4 The Owner shall give the Contractor a notice stating the nature of any such
defect together with all available evidence thereof, promptly following the
discovery thereof. The Owner shall afford all reasonable opportunity for the
Contractor to inspect any such defect.
27.5 The Owner shall afford the Contractor all necessary access to the Facilities
and the Site to enable the Contractor to perform its obligations under this
GCC Clause 27. The Contractor may, with the consent of the Owner, remove
from the Site any Plant and Equipment or any part of the Facilities that are
defective if the nature of the defect, and/or any damage to the Facilities
caused by the defect, is such that repairs cannot be expeditiously carried out
at the Site.
27.6 If the repair, replacement or making good is of such a character that it may
affect the efficiency of the Facilities or any part thereof, the Owner may give
to the Contractor a notice requiring that tests of the defective part of the
Facilities shall be made by the Contractor immediately upon completion of
such remedial work, whereupon the Contractor shall carry out such tests. If
such part fails the tests, the Contractor shall carry out further repair,
replacement or making good (as the case may be) until that part of the
Facilities passes such tests. The tests shall be agreed upon by the Owner
and the Contractor.

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27.7 If the Contractor fails to commence the work necessary to remedy such defect
or any damage to the Facilities caused by such defect within a reasonable
time (which shall in no event be considered to be less than fifteen (15) days),
the Owner may, proceed to do such work, and the reasonable costs incurred
by the Owner in connection therewith shall be paid to the Owner by the
Contractor or may be deducted by the Owner from any monies due the
Contractor or claimed under the Performance Security.
27.8 If the Facilities or any part thereof cannot be used by reason of such defect
and/or making good of such defect, the Defect Liability Period of the Facilities
or such part, as the case may be, shall be extended by a period equal to the
period during which the Facilities or such part cannot be used by the Owner
because of any of the aforesaid reasons.
27.9 Except as provided in GCC Clauses 27 and 33, the Contractor shall be under
no liability whatsoever and howsoever arising, and whether under the
Contract or at law, in respect of defects in the Facilities or any part thereof,
the Plant and Equipment, design or engineering or work executed that appear
after Completion of the Facilities or any part thereof, except where such
defects are the result of the gross negligence, fraud, criminal or wilful action
of the Contractor.
27.10 In addition, the Contractor shall also provide an extended warranty for any
such component of the Facilities and during the period of time as may be
specified in the SCC. Such obligation shall be in addition to the defect liability
specified under GCC Sub-Clause 27.2.

28 Functional Guarantees
28.1 The Contractor guarantees that during the Guarantee Test, the Facilities and
all parts thereof shall attain the Functional Guarantees specified in the
corresponding Appendix (Functional Guarantees) to the Contract Agreement,
subject to and upon the conditions therein specified.
28.2 If the minimum level of the Functional Guarantees specified in the
corresponding Appendix (Functional Guarantees) to the Contract Agreement
are not met either in whole or in part, the Contractor shall at its cost and

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expense make such changes, modifications and/or additions to the Plant or


any part thereof as may be necessary to meet at least the minimum level of
such Guarantees. The Contractor shall notify the Owner upon completion of
the necessary changes, modifications and/or additions, and shall request the
Owner to repeat the Guarantee Test until the minimum level of the
Guarantees has been met. If the Contractor eventually fails to meet the
minimum level of Functional Guarantees, the Owner may consider
termination of the Contract, pursuant to GCC Sub-Clause 42.2.2.
28.3 If, for reasons attributable to the Contractor, the Functional Guarantees
specified in the corresponding Appendix (Functional Guarantees) to the
Contract Agreement are not attained either in whole or in part, but the
minimum level of the Functional Guarantees specified in the said Appendix to
the Contract Agreement is met, the Contractor shall make such changes,
modifications and/or additions to the Facilities or any part thereof that are
necessary to attain the Functional Guarantees at its cost and expense, and
shall request the Owner to repeat the Guarantee Test.

29 Patent Indemnity
The Contractor shall, subject to the Owner’s compliance with GCC Sub-
Clause 29.2, protect, defend, indemnify and hold harmless the Owner and
its employees and officers from and against any and all suits, actions or
administrative proceedings, claims, demands, losses, damages, costs, and
expenses of whatsoever nature, including attorney’s fees and expenses,
which the Owner may suffer as a result of any claim or allegation of any
infringement or alleged infringement or violation of any proprietary rights or
confidential information or intellectual property, including, but not limited to
patent, utility model, registered design, trademark, copyright (statutory or
non-statutory), trade secret, information, confidentiality rights, know-how,
un-patented invention or any unauthorised use of the work of others, or
other intellectual property right registered or otherwise existing at the date
of the Contract by reason of: (a) the installation of Plant and Equipment,
the Facilities or part thereof, or any methods, designs or things furnished or

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specified by Contractor or any Subcontractor or supplier or vendor under


this Contract, or any use thereof in the reasonable contemplation of the
Parties at the time furnished, or any methods, processes or acts employed
by Contractor or any Subcontractor or Supplier in connection with the
execution of the Contract, by the Contractor or the use of the Facilities in
the country where the Site is located; and (b) the sale of the products
produced by the Facilities in any country.
Such indemnity shall not cover any use of the Facilities or any part
thereof other than for the purpose indicated by or to be reasonably inferred
from the Contract, any infringement resulting from the use of the Facilities
or any part thereof, or any products produced thereby in association or
combination with any other equipment, plant or materials not supplied by
the Contractor, pursuant to the Contract Agreement.

29.1 The Contractor shall, subject to the Owner’s compliance with GCC Sub-
Clause 29.2, indemnify and hold harmless the Owner and its employees and
officers from and against any and all suits, actions or administrative
proceedings, claims, demands, losses, damages, costs, and expenses of
whatsoever nature, including attorney’s fees and expenses, which the Owner
may suffer as a result of any infringement or alleged infringement of any
patent, utility model, registered design, trademark, copyright or other
intellectual property right registered or otherwise existing at the date of the
Contract by reason of: (a) the installation of the Facilities by the Contractor or
the use of the Facilities in the country where the Site is located; and (b) the
sale of the products produced by the Facilities in any country.
Such indemnity shall not cover any use of the Facilities or any part thereof
other than for the purpose indicated by or to be reasonably inferred from the
Contract, any infringement resulting from the use of the Facilities or any part
thereof, or any products produced thereby in association or combination with
any other equipment, plant or materials not supplied by the Contractor,
pursuant to the Contract Agreement.

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29.2 If any proceedings are brought or any claim is made against the Owner
arising out of the matters referred to in GCC Sub-Clause 29.1, the Owner
shall promptly give the Contractor a notice thereof, and the Contractor may at
its own expense and in the Owner’s name conduct such proceedings or claim
and any negotiations for the settlement of any such proceedings or claim.
If the Contractor fails to notify the Owner within twenty-eight (28) days after
receipt of such notice or the period specified in such notice/proceedings,
whichever is less, that it intends to conduct any such proceedings or claim,
then the Owner shall be free to conduct the same on its own behalf. Unless
the Contractor has so failed to notify the Owner within the twenty-eight (28)
day period, the Owner shall make no admission that may be prejudicial to the
defence of any such proceedings or claim. The Owner shall, at the
Contractor’s request, afford all available assistance to the Contractor in
conducting such proceedings or claim, and shall be reimbursed by the
Contractor for all reasonable expenses incurred in so doing.
29.3 The Owner shall indemnify and hold harmless the Contractor and its
employees, officers and Subcontractors from and against any and all suits,
actions or administrative proceedings, claims, demands, losses, damages,
costs, and expenses of whatsoever nature, including attorney’s fees and
expenses, which the Contractor may suffer as a result of any infringement or
alleged infringement of any patent, utility model, registered design, trademark,
copyright or other intellectual property right registered or otherwise existing at
the date of the Contract arising out of or in connection with any design, data,
drawing, specification, or other documents or materials provided or designed
by or on behalf of the Owner.

30 Limitation of Liability
30.1 Except in cases of criminal negligence or willful misconduct,
(a) the Contractor shall not be liable to the Owner, whether in contract, tort, or
otherwise, for any indirect or consequential loss or damage, loss of use, loss of
production, or loss of profits or interest costs, provided that this exclusion shall

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not apply to any obligation of the Contractor to pay liquidated damages to the
Owner and
(b) the aggregate liability of the Contractor to the Owner, whether under the
Contract, in tort or otherwise, shall not exceed the total Contract Price,
provided that this limitation shall not apply to the cost of repairing or replacing
defective equipment, or to any obligation of the Contractor to indemnify the
Owner with respect to patent infringement or its failure to pay taxes, duties as
required under the Contract. There will be no limit on liability of the Contractor
in case of negligence or willful misconduct.

G. Risk Distribution

31 Transfer of Ownership
(a)
31.1 With respect to Plant and Equipment (including spares) to be sourced from
within India, property shall pass to the Owner when the same are delivered at
Site.
31.2 Ownership of the Contractor’s Equipment used by the Contractor and its
Subcontractors in connection with the Contract shall remain with the
Contractor or its Subcontractors.
31.3 Price Schedule 1A and 1B - All surplus material remaining after the
completion of the Facilities shall be the property of Owner. It is the
responsibility of the Contractor to transport these materials in good condition
to Owner’s warehouse or any other designated place by the Owner along with
the description, unit rate, value, proper certificates, records and documents,
of each such material.
These Surplus material shall be handed over to the Owner by the Contractor
with the complete list of Material and reconciliation statement of material.

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31.4 Notwithstanding the transfer of property of the Plant and Equipment, the
Contractor shall always remain responsible for any defect or deficiency
therein or for any loss or for any loss or damage thereto and shall be
responsible for the care and custody thereof together with the risk of loss or
damage thereto pursuant to GCC Clause 32 ( Care of Facilities) until such
time goods are incorporated in the Facilities and Operational Acceptance and
completion of one month period of operation of the Facilities and handing
over to the Owner.

32 Care of Facilities
32.1 The Contractor shall be responsible for the care and custody of the Facilities
or any part thereof until the date of Completion of the Facilities pursuant to
GCC Clause 24 or, where the Contract provides for Completion of the
Facilities in parts, until the date of Completion of the relevant part, and shall
make good at its own cost any loss or damage that may occur to the Facilities
or the relevant part thereof from any cause whatsoever during such period.
The Contractor shall also be responsible for any loss or damage to the
Facilities caused by the Contractor or its Subcontractors in the course of any
work carried out, pursuant to GCC Clause 27. Notwithstanding the foregoing,
the Contractor shall not be liable for any loss or damage to the Facilities or
that part thereof caused by reason of any of the matters specified or referred
to in GCC Sub-Clauses 32.2.
32.2 If any loss or damage occurs to the Facilities or any part thereof or to the
Contractor’s temporary facilities by reason of: any use or occupation by the
Owner or any third party (other than a Subcontractor) authorized by the
Owner of any part of the Facilities the Owner shall pay to the Contractor all
sums payable in respect of the Facilities executed, notwithstanding that the
same be lost, destroyed or damaged, and will pay to the Contractor the
replacement value of all temporary facilities and all parts thereof lost,
destroyed or damaged. If the Owner requests the Contractor in writing to
make good any loss or damage to the Facilities thereby occasioned, the
Contractor shall make good the same at the cost of the Owner in accordance

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with GCC Clause 39. If the Owner does not request the Contractor in writing
to make good any loss or damage to the Facilities thereby occasioned, the
Owner shall either request a change in accordance with GCC Clause 39,
excluding the performance of that part of the Facilities thereby lost, destroyed
or damaged, or, where the loss or damage affects a substantial part of the
Facilities, the Owner shall terminate the Contract pursuant to GCC Sub-
Clause 42.1 hereof.
32.3 The Contractor shall be liable for any loss of or damage to any Contractor’s
Equipment, or any other property of the Contractor used or intended to be
used for purposes of the Facilities, except (i) as mentioned in GCC Sub-
Clause 32.2 (with respect to the Contractor’s temporary facilities), and (ii)
where such loss or damage arises by reason of any of the matters specified
in GCC Sub-Clauses.

33. Indemnity

33.1 The Contractor shall protect, defend, indemnify and hold the Owner, its
Directors, employees, successors, assignees, servants, agents or any of them
harmless from:

1 Any claim with regard to designs, methods, process including but not limited to
claims arising out of infringement of patent, trademark, property information,
know-how, copyright, unpatented inventions or any unauthorized use of work.
The Supplier / Contractor / service provider for equipment / spares as the case
shall defend at his own cost any suit proceedings for any claim asserted against
GSPL. GSPL shall give reasonable assistance required in defending the suit.
GSPL reserves the right to defend/settle the claim if the Contractor fails to
defend diligently any such suits or proceedings without relieving the Supplier /
Contractor / service provider for equipment / spares as the case may be of their
obligation.

2. Any and all Losses arising directly or indirectly from or incurred by reason of
the acts or omissions of any of Contractor, its Subcontractors or suppliers or
any of their respective officers, directors, employees, servants or agents in
the performance of Contractor's obligations under this Contract, without
limitation, whether or not resulting from any defect in or condition of the
premises on which the Work is or is to be performed or of any equipment
thereon or any materials furnished by Owner, including any such Losses
arising from injury to or death or damage to or loss of property except injury to

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or death of persons or damage to or loss of property to the extent caused by


the negligence or intentional or willful misconduct of Owner

3. Any claim by any Governmental Authorities/quasi Governmental body for


failure by the Contractor to pay taxes, duties, fees applicable to them arising
out of the project.

4. Any claim by third party including Sub-contractors for failure to make payment
for labour, services, equipment and materials arising out of this project.

5. Any and all Losses arising directly or indirectly from or incurred by reason of
non compliance with Applicable Laws by the Contractor, its Subcontractors or
suppliers or its or their respective officers, directors, employees, servants or
agents, including, without limitation, labour laws such as the Payment of
Wages Act 1938, Minimum Wages Act 1948, Employees State Insurance Act
1948, Workmen's Compensation Act 1923, Fatal Accidents Act 1855,
Apprentices Act 1961, Industrial Disputes Act 1947 and Contract Labour
(Regulation and Abolition) Act 1970 etc. or any modification thereof or any
other Applicable Law relating thereto (including common law) and Rules
made there under from time to time.

6. Any and all Losses arising directly or indirectly from or incurred by reason of
claims or sanctions or penalties imposed by any Governmental Authorities or
others for any actual or asserted failure by any of Contractor, Subcontractors
or suppliers or any of their respective officers, directors, employees, servants
or agents to comply with any Applicable Laws or any notifications thereunder
or with any rules and regulations applicable to it or them or to obtain or
maintain any consents, approvals or permits;

The obligations of Contractor to indemnify and hold harmless Owner from and
against claims referred to in this Clause 33] or other provisions of this
Contract shall not be limited or reduced by any insurance provided in
accordance with Clause 34, except to the extent that the proceeds of any
such insurance shall be applied to reduce claims made against Owner.

It is expressly stated herein that the provisions of this Clause 33 and any
other provision under this Contract providing for an indemnity shall survive
any termination of this Contract.
In this Clause 33 or any other provision of this Contract providing for an
indemnity, the term Owner as the indemnitee shall include Owner, its affiliates
and their respective officers, directors, employees, servants and agents or
any of them as the context may require

33.2 If any proceedings are brought or any claim is made against the Owner that
might subject the Contractor to liability under GCC Sub-Clause 33.1 the

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Owner shall promptly give the Contractor a notice thereof and the Contractor
may at its own expense and in the Owner’s name conduct such proceedings
or claim and any negotiations for the settlement of any such proceedings or
claim.

If the Contractor fails to notify the Owner within twenty-eight (28) days after
receipt of such notice that it intends to conduct any such proceedings or claim,
then the Owner shall be free to conduct the same on its own behalf at
Contractor’s cost. Unless the Contractor has so failed to notify the Owner
within the twenty-eight (28) day period, the Owner shall make no admission
that may be prejudicial to the defense of any such proceedings or claim.

33.3 The Owner shall, at the Contractor’s request, afford all available assistance to
the Contractor in conducting such proceedings or claim, and shall be
reimbursed by the Contractor for all reasonable expenses incurred in so
doing.

33.4 The party entitled to the benefit of an indemnity under this GCC Clause 33
shall take all reasonable measures to mitigate any loss or damage, which
has occurred. If the party fails to take such measures, the other party’s
liabilities shall be correspondingly reduced.
34. Insurance Clauses

The Contractor on his risk and cost shall take out and maintain in effect during the
performance of the Contract, the insurance set forth below in the sums and with the
deductibles and other conditions specified as follows. The identity of the insurers and the
form of the policies shall be subject to the approval of the Owner, who should not
unreasonably withhold such approval.

Insurance Clauses

34.1. The Contractor shall at its own cost and expense arrange for Marine Transit
All Risk Insurance from anywhere in the world including, where applicable, transit to
and whilst at packer’s premises / fabricator’s premises en route for shipment
including loading, unloading and 90 days intermediate storage until delivered at
warehouses or place of storage at final destination anywhere in India inclusive of
customary transhipment. GSPL shall be the beneficiary in Marine Transit All Risk
Insurance

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34.2. The Contractor at its own cost shall insure the entire works -Facility for
replacement value by availing comprehensive project insurance policy. The policy
shall be in force till all the Works in the project are completed and commissioned.
The policy will be in the joint names of the “Contractor/ Gujarat State Petronet Ltd/
Sub Contractors for their respective rights and interests thereof. Comprehensive
Project Insurance shall cover loss or damage to the Contract works due to fortuitous
event(s) for storage at erection site and/or erection and/or testing and/or
commissioning of works and/or further maintenance period.
a. Without limiting its liability under Clause 33, Contractor shall carry and maintain
the third party liability insurance as an extension to Comprehensive Project
Insurance Policy with Owner as additional insured for a minimum limit of 10% of
Contract Works. The policy will contain cross liability and waiver of subrogation
clause against each party insured therein.
b. Third Party Liability Insurance shall cover:
• Death of or injury to any person.
• Loss or damage to any property (other than the Contract
works/Owner's property) which may arise out of or resulting from or in
consequence of the execution and completion of the works and the
remedying of any defects therein, and against all claims, proceedings,
damages, costs, charges and expenses whatsoever in respect thereof
or in relation thereto and other liabilities arising under or by reason of
this agreement, if such claims result from the fault and/or negligence
or wilful acts or omission of the Contractor.
c. Comprehensive Project Insurance Policy shall extend to cover following
additional covers / clauses
• Costs and expenses incurred for: Removing debris; Dismantling and/
or demolishing for a minimum limit of 5% of Contract Works.
• Loss or damage to surrounding property for a minimum limit of 10% of
Contract Works, located on or adjacent to the site and belonging to or
held in care, custody or control of Owner.
• Expediting expenses up to a limit of 30% of net claim amount
• Professional Fees – within the sum insured
• Loss minimization expenses – within the sum insured
• Offsite storage / fabrication – within the sum insured
• Additional customs duty – 5% of value of imported items
• Extended Maintenance cover – 12 months
• Design Defect cover – within the sum insured
• Leak Search Cost – within the sum insured
• Waiver of contribution clause
• Automatic Reinstatement Clause – 10% of sum insured
• Work stoppage clause
• Primary Insurance Clause
• Loss Payee Clause – Claim proceeds shall be payable to the first
named insured subject to no objection certificate from Gujarat State
Petronet Ltd.
• Non-vitiation Clause
• Obsolete equipment clause
• Errors and Omission clause
• Civil Authority clause

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• Event Clause
• Highest Single Deductible
• Properties under consignment, care, custody and control
• 50/50 clause
• 72 hrs clause
• Survey clause
• Designation of Property
• Off Premises
• Temporary Removal
• Contractual Liability
• Secondary Liability

34.3. The Contractor shall at its own cost effect necessary insurance for the plant,
equipments, tools, tackles or any other assets owned by Contractor /sub-
contractor/employees used for the Contract Works”.
34.4. The Contractor shall at its own cost and expense arrange Workmen's
Compensation insurance covering all its employees/sub-contractor's employees
engaged in the performance of this contract. Gujarat State Petronet Ltd. (Owner)
shall be named as additional insured under this policy by incorporating the clause
"Principal’s interest protected".

34.5. The Contractor shall at its own cost and expense have or arrange to have
Comprehensive Automobile Insurance cover with own damage cover and unlimited
third party liability coverage for death, bodily injury and property damage (minimum
Rs.7.5 Lacs) caused by the vehicles owned, hired or used in connection with the
Contract Works.
34.6. The Contractor shall at its own cost and expense carry and maintain any and all
other insurances which may be required under any Applicable Law or regulation from
time to time.
34.7. The Contractor shall provide satisfactory evidence to Owner prior to the
commencement of work at the Site that insurance required under the contract have
been effected and shall within 30 days of commencement date provide the insurance
policies to Owner. Such insurance policies shall be consistent with the general terms
agreed.
34.8. The Contractor shall notify the insurer of changes in the nature, extent or
programme for the execution of the works and ensure the adequacy of the
insurances at all times in accordance with the terms of the contract. The Contractor
shall maintain the policies throughout the contract period.
34.9. If the Contractor fails to effect and keep in force any of the insurances required
under the contract or fails to provide the policies to Owner within the required period
then and in any such case without prejudice to the liability of the Contractor, the
Owner may effect and keep in force any such insurances and pay any premium as
may be paid and recover the same plus 10% of the premium as service charge from
any monies due or becoming due to the Contractor, or recover the same as a debt
due from the Contractor .
34.10. Availing Insurance policies by the Contractor shall not be construed as relieving
the obligation of the Contractor described under indemnity clause except to the
extent of utilization of the proceeds of the claim for reinstatement of the property lost
or damaged.
34.11. Deductible - Deductible shall be minimum deductible available in Insurance
Market for Contactor/Subcontractor.

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The Contractor shall also use all reasonable endeavors to ensure that its
Subcontractors maintain insurance similar to the insurance required of Contractor in
this Clause 39 with limits of liability and levels of deductibles as mandated by
Applicable Law and if not mandated by Applicable Law then as acceptable to
Contractor.

DEDUCTIBLES UNDER INSURANCE POLICIES

All property insurances to be availed with minimum deductibles and liability insurances to be
availed with nil deductible.

The Owner shall be named as additional insured under all insurance policies taken out by
the
Contractor / sub-contractors.

The Contractor's Subcontractors shall be named as co-insured’s under all insurance policies
taken
out by the Contractor (wherever applicable) All insurer's rights of subrogation against such
co-
insured’s for losses or claims arising out of the performance of the Contract shall be waived
under
such policies.

The Contractor shall deliver to the Owner certificates of insurance (or copies of the
insurance
policies) as evidence that the required policies are in full force and effect. The certificates
shall
provide that no less than twenty-one (21) days' notice shall be given to the Owner by
insurers prior to cancellation or material modification of a policy.

The Contractor shall ensure that, where applicable, its Subcontractor(s) shall take out and
maintain in effect adequate insurance policies for their personnel and vehicles and for work
executed by them under the Contract, unless such Subcontractors are covered by the
policies taken out by the Contractor.

If Contractor fails to effect and keep in force any of the insurances referred above / required
under
the contract or fails to provide the policies to Owner within the required period (except for
EAR
Insurance policy) then and in any such case without prejudice to the liability of Contractor,
Owner
may effect and keep in force any such insurances and pay any premium as may be paid and
recover the same plus 10% of the premium as service charge from any monies due or
becoming due to contractor, or recover the same as a debt due from contractor.

Unless otherwise provided in the Contract, the Contractor shall prepare and conduct all and
any
claims made under the policies effected by it pursuant to this Clause and all monies payable

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by any insurers shall be paid to the Contractor after obtaining consent from the owner. The
Owner shall give to the Contractor all such reasonable assistance as may be required by the
Contractor. With respect to insurance claims in which the Owner's interest is involved, the
Contractor shall not give any release or make any compromise with the insurer without the
prior written consent of the Owner.

The CONTRACTOR may not start work on the site as long as the OWNER is not in
possession of
the required insurance certificates, the presentation of which is also a condition for the
payment of
the invoices issued by the CONTRACTOR. The CONTRACTOR must provide proof those
insurance premiums due have been paid as and when requested by the Owner.

CONTRACTOR as far as possible shall cover insurance with Indian insurance Companies
including marine Insurance during ocean transportation (if applicable).

35 Unforeseen Conditions
[entire clause superseded by SCC]

36 Change in Applicable Laws and Regulations


[entire clause superseded by SCC]

37 Force Majeure
37.1 “Force Majeure” shall mean any of the following events or circumstances or
combination of the following events or circumstances which are beyond the
reasonable control of the affected Party, which could not have been prevented
by Good Industry Practice or by the exercise of reasonable skill and care and
which or any consequences of which, have a material and adverse effect upon
the performance by the affected Party of its obligations under this Contract:

(a) war, hostilities or warlike operations (whether a state of war be declared or


not), invasion, act of foreign enemy and civil war, rebellion, revolution,
insurrection, mutiny, usurpation of civil or military government, conspiracy, riot,
civil commotion and terrorist acts in each case, occurring in India;

(b) Confiscation, nationalization, commandeering or requisition by or under the


order of any government or de jure or de facto authority or ruler ;

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(c) Embargo, industrial dispute of general political nature, epidemics, quarantine


and plague; and

(d) Earthquake, landslide, volcanic activity, fire, flood or inundation, tidal wave,
typhoon or cyclone, hurricane, storm, lightning, or other inclement weather
condition, nuclear and pressure waves or other natural or physical disaster or
similar acts of God.

Notwithstanding the foregoing, Event of Force Majeure shall not include:


(1) Weather conditions reasonably to be expected for the climate in the
geographic area of the Project including the monsoon season;
(2) Any Site condition or event arising there from;
(3) The occurrence of any manpower or material, equipment shortage; or
(4) Any delay, default or failure (direct or indirect) in obtaining materials,
equipment, or in any Subcontractor, supplier or worker performing any Work
or any other delay, default or failure (financial or otherwise) of a
Subcontractor or supplier or any agent of any thereof.
(5) Any Change in Applicable Law

37.2 Certain Delays not Excused


Notwithstanding that an Event of Force Majeure otherwise exists, the
provisions of this Article 37 shall not excuse:
(1) Late delivery of Plant and Equipment caused by Contractor, suppliers
or Subcontractors or by inefficiencies on the part of Contractor,
suppliers or Subcontractors;
(2) Late performance by Contractor, any supplier or any Subcontractor
caused by Contractor's, any supplier’s or any Subcontractor's failure to
hire an adequate number of personnel or labour or by inefficiencies on
the part of Contractor, any Supplier or any Subcontractor;
(3) Submission of drawings for approval at such a time which does not
leave sufficient time to permit an orderly review thereof prior to
manufacture or procurement; or

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(4) Delays resulting from unfavourable weather or unsuitable ground


conditions or from any other similar cause;
unless Contractor also establishes to the reasonable satisfaction of
Owner that the delay or late performance arises out of an occurrence
other than described in Articles (1), (2), (3) or (4)) of this GCC clause
37.2 which is beyond the reasonable control of Contractor,
Subcontractors and suppliers and that a reasonable alternative which
is an acceptable source of services or Plant and Equipment, as the
case may be, is demonstrably unavailable.

37.3 If any party is prevented, hindered or delayed from or in performing any


of its obligations under the Contract by an event of Force Majeure,
specified in Sub-Clause 37.1 (a),(b),(c) and (d) then it shall notify the
other in writing of the occurrence of such event and the circumstances
thereof within fourteen (14) days after the occurrence of such event.
Within a reasonable time following the date of such notice of such
Event of Force Majeure, the Party having invoked such Event of Force
Majeure as a cause for such delay shall submit to the other Party
reasonable proof of the nature of such delay and its effect upon the
time of performance.

37.4 The party who has given such notice shall be excused from the
performance or punctual performance of its obligations under the
Contract for so long as the relevant event of Force Majeure continues
and to the extent that such party’s performance is prevented, hindered
or delayed. The Parties shall thereupon consult with one another
concerning the effect of such delay upon the Contract Schedule and
the Contract Schedule shall be equitably adjusted by the Parties to
take into account such effect and the ability of Contractor to
reschedule project activities to avoid or minimise overall delays
resulting from the Event of Force Majeure. The Time for Completion
shall be extended in accordance with GCC Clause 40.

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37.5 Both Parties shall make all reasonable efforts to prevent and reduce to
a minimum and mitigate the effect of any delay occasioned by any
Event of Force Majeure including recourse to alternate acceptable
sources of services, Plant and Equipment and Contractor’s Equipment
The party or parties affected by the event of Force Majeure shall use
reasonable efforts to mitigate the effect thereof upon its or their
performance of the Contract and to fulfill its or their obligations under
the Contract

No delay or non performance by either party hereto caused by the


occurrence of any event of Force Majeure shall constitute a default or
breach of the Contract

37.6 If the performance of the Contract is substantially prevented, hindered or


delayed for a single continuous period of more than one hundred and
fifty (150) days on account of one or more Events of Force Majeure
specified in Sub-Clause 37.1 (a),(b),(c) and (d) during the currency of
the Contract, the parties will attempt to develop a mutually satisfactory
solution, failing which either party may terminate the Contract by giving
a notice to the other
37.7 In the event of termination pursuant to GCC Sub-Clause 37.6, the
rights and obligations of the Owner and the Contractor shall be as
specified in GCC Sub-Clauses 42.1.2 and 42.1.3.

37.8 During a period of stoppage of the Work caused by an Event of Force


Majeure and subject to other provisions of the Contract including
provisions of Clause 41of GCC, Owner shall be required to pay to
Contractor the undisputed amounts of Contract Price for such part of
the Work which has been completed prior to occurrence of Force
Majeure except when the means and source of payment by the Owner
have been affected on account of occurrence of an Event of Force

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Majeure. Upon termination of the Event of Force Majeure affecting the


Owner’s means and sources of payment, Owner shall resume
payments of such amounts of Contract Price (it being understood that
no interest shall be payable in respect of such resumed payments) with
the invoice dates therein adjusted to reflect the period during which
scheduled payments were not made.

38.0 War Risks


Deleted.

H. Change in Contract Elements

39.0 Change in the Facilities


39.1 Introducing a Change
39.1.1 Subject to GCC Sub-Clauses 39.2.5 and 39.2.7, the Owner shall have
the right to propose, and subsequently require, that the Owner/Project
Manager order the Contractor from time to time during the
performance of the Contract to make any change, modification,
alteration, addition or deletion to, in or from the Facilities (hereinafter
called “Change”), provided that such Change falls within the general
scope of the Facilities and does not constitute unrelated work and that
it is technically practicable, taking into account both the state of
advancement of the Facilities and the technical compatibility of the
Change envisaged with the nature of the Facilities as specified in the
Contract.
39.1.2 The Contractor may from time to time during its performance of the
Contract propose to the Owner (with a copy to the Project Manager)

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any Change that the Contractor considers necessary or desirable to


improve the quality, efficiency or safety of the Facilities. The Owner
may at its discretion approve or reject any Change proposed by the
Contractor, provided that the Owner shall approve any Change
proposed by the Contractor to ensure the safety of the Facilities or
necessary due to statutory requirements.
39.1.3 Notwithstanding GCC Sub-Clauses 39.1.1 and 39.1.2, no change
made necessary because of any default of the Contractor in the
performance of its obligations under the Contract shall be deemed to
be a Change, and such change shall not result in any adjustment of
the Contract Price or the Time for Completion.
39.1.4 The procedure on how to proceed with and execute Changes is
specified in GCC Sub-Clauses 39.2 and 39.3, and further details and
sample forms are provided in the Sample Forms and Procedures
section in the bidding documents.
39.2 Changes Originating from Owner
39.2.1 If the Owner proposes a Change pursuant to GCC Sub-Clause 39.1.1,
it shall send to the Contractor a “Request for Change Proposal,”
requiring the Contractor to prepare and furnish to the Project Manager
as soon as reasonably practicable a “Change Proposal,” which shall
include the following:
(a) brief description of the Change
(b) effect on the Time for Completion
(c) estimated cost of the Change
(d) effect on Functional Guarantees (if any)
(e) effect on any other provisions of the Contract.
39.2.2 Prior to preparing and submitting the “Change Proposal,” the
Contractor shall submit to the Project Manager an “Estimate for
Change Proposal,” which shall be an estimate of the cost of preparing
and submitting the Change Proposal. Upon receipt of the Contractor’s
Estimate for Change Proposal, the Owner shall do one of the following:

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(a) Accept the Contractor’s estimate with instructions to the Contractor to


proceed with the preparation of the Change Proposal
(b) Advise the Contractor of any part of its Estimate for Change Proposal
that is unacceptable and request the Contractor to review its estimate
(c) Advise the Contractor that the Owner does not intend to proceed with
the Change.
39.2.3 Upon receipt of the Owner’s instruction to proceed under GCC Sub-
Clause 39.2.2 (a), the Contractor shall, with proper expedition, proceed
with the preparation of the Change Proposal, in accordance with GCC
Sub-Clause 39.2.1.
39.2.4 The pricing of any Change shall, as far as practicable, be calculated in
accordance with the rates and prices included in the Contract.
39.2.5 If before or during the preparation of the Change Proposal it becomes
apparent that the aggregate effect of compliance therewith and with all
other Change Orders that have already become binding upon the
Contractor under this GCC Clause 39 would be to increase or
decrease the Contract Price as originally set forth in Article 2 (Contract
Price) of the Contract Agreement by more than fifteen percent (15%),
the Contractor may give a written notice of objection thereto prior to
furnishing the Change Proposal as aforesaid. If the Owner accepts the
Contractor’s objection, the Owner shall withdraw the proposed Change
and shall notify the Contractor in writing thereof.

The Contractor’s failure to so object shall neither affect its right to


object to any subsequent requested Changes or Change Orders
herein, nor affect its right to take into account, when making such
subsequent objection, the percentage increase or decrease in the
Contract Price that any Change not objected to by the Contractor
represents.

39.2.6 Upon receipt of the Change Proposal, the Owner and the Contractor
shall mutually agree upon all matters therein contained. Within
fourteen (14) days after such agreement, the Owner shall, if it intends
to proceed with the Change, issue the Contractor with a Change Order.

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If the Owner is unable to reach a decision within fourteen (14) days, it


shall notify the Contractor with details of when the Contractor can
expect a decision.
If the Owner decides not to proceed with the Change for whatever
reason, it shall, within the said period of fourteen (14) days, notify the
Contractor accordingly.

39.2.7 If the Owner and the Contractor cannot reach agreement on the price
for the Change, an equitable adjustment to the Time for Completion, or
any other matters identified in the Change Proposal, the Owner may
nevertheless instruct the Contractor to proceed with the Change by
issue of a “Pending Agreement Change Order.” Upon receipt of a
Pending Agreement Change Order, the Contractor shall immediately
proceed with effecting the Changes covered by such Order. The
parties shall thereafter attempt to reach agreement on the outstanding
issues under the Change Proposal. If the parties cannot reach
agreement within sixty (60) days from the date of issue of the Pending
Agreement Change Order, then the matter may be referred to the
Adjudicator in accordance with the provisions of GCC Sub-Clause 5.1.

39.3 Changes Originating from Contractor

39.3.1 If the Contractor proposes a Change pursuant to GCC Sub-Clause


39.1.2, the Contractor shall submit to the Owner/Project Manager a
written “Application for Change Proposal,” giving reasons for the
proposed Change and including the information specified in GCC Sub-
Clause 39.2.1.
Upon receipt of the Application for Change Proposal, the parties shall
follow the procedures outlined in GCC Sub- Clauses 39.2.6 and 39.2.7.
However, should the Owner choose not to proceed, the Contractor
shall not be entitled to recover the costs of preparing the Application
for Change Proposal.

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39.3.2 Throughout the performance of the Work Contractor shall have a


continuing obligation to suggest to Owner for Owner's consideration:
(1) All such changes as Contractor considers desirable; and
(2) Such other changes known to Contractor as may be necessary to
incorporate significant new developments in technology which are
applicable or appropriate to the Facilities.

39.4 Without prejudice to any other provision of this Contract, the following
shall not be considered under any circumstances as changes in or
within the Scope of Work, nor shall any of the following be taken into
account when calculating the effect upon the Contract Price of
changes in or within the Scope of Work nor shall any of the following of
themselves be considered the basis for any adjustment of the Contract
Price:
(1) Any escalation in the cost of Plant and Equipment or labour;
(2) Any increase in manpower hourly rates;
(3) Currency fluctuations in respect of costs included within the Contract
Price; and
(4) Any change in the sourcing of Plant and Equipment.
It is agreed that the work shall be subject to further detailing by the
Parties from time to time and that, such detailing shall not be
considered as a change in the Scope of Work. In addition, a request by
Owner that Contractor perform services or provide Plant and
Equipment or Contractor’s Equipment not specifically included within
the Scope of Work shall not be considered a request for a change in
the Work if it is reasonable to infer that the services, Plant and
Equipment or Contractor’s Equipment requested were intended to be
within the Work or are necessary to make the Facilities operable and
capable of performing as specified in the Technical Specifications and
in this Contract.
(5) Suspension of the Contract by the Owner for any reason whatsoever.

40.0 Extension of Time for Completion

40.1 The Time(s) for Completion specified in the SCC shall be extended if
the Contractor is delayed or impeded in the performance of any of its
obligations under the Contract by reason of any of the following:
(a) Any Change in the Facilities as provided in GCC Clause 39.
(b) Any occurrence of Force Majeure as provided in GCC Clause 37, or
other occurrence of any of the matters specified or referred to in GCC
Sub-Clause 32.2

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(c) Any suspension order given by the Owner under GCC Clause 41
hereof or reduction in the rate of progress pursuant to GCC Sub-
Clause 41 or
(d) Any changes in Applicable laws and regulations as provided in GCC
Clause 36 or
(e) Any default or breach of the Contract by the Owner, specifically
including failure to supply the items listed in the corresponding
Appendix (Scope of Works and Supply by the Owner) to the Contract
Agreement, or any activity, act or omission of any other contractors
employed by the Owner or
(f) Any other matter specifically mentioned in the Contract by such period
as shall be fair and reasonable in all the circumstances and as shall
fairly reflect the delay or impediment sustained by the Contractor.

40.2 Except where otherwise specifically provided in the Contract, the


Contractor shall submit to the Project Manager a notice of a claim for
an extension of the Time for Completion, together with particulars of
the event or circumstance justifying such extension as soon as
reasonably practicable after the commencement of such event or
circumstance. As soon as reasonably practicable after receipt of such
notice and supporting particulars of the claim, the Owner and the
Contractor shall agree upon the period of such extension. In the event
that the Contractor does not accept the Owner’s estimate of a fair and
reasonable time extension, the Contractor shall be entitled to refer the
matter to an Adjudicator, pursuant to GCC Sub-Clause 5.1.
40.3 The Contractor shall at all times use its reasonable efforts to minimize
any delay in the performance of its obligations under the Contract.

41.0 Suspension
41.1 The Owner may for any reason whatsoever including but not limited to
any difficulties associated with RoU, Government permissions, etc., by
suspension order to the Contractor suspend performance of any or all

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of its obligations under the Contract. Such notice shall specify the
obligation of which performance is to be suspended, the effective date
of the suspension and the estimated duration of the suspension. The
Owner may by written notice increase or reduce the duration of
suspension. The Contractor shall thereupon suspend performance of
such obligations (except those obligations necessary for the care and
preservation of the Facilities) until ordered in writing to resume such
performance by the Owner. For abundant caution, it is expressly
clarified that the right of the Owner to suspend the contract can be
exercised at any time and from time to time, including but not limited to
during existence of Force Majeure Event(s). In the event that the Owner
issues a suspension order during the existence of a Force Majeure
Event(s), the provisions of this Clause – 41 shall prevail over the
provisions of Clause – 37, and including, without limitation, any
provisions relating to extended Force Majeure and any termination
rights relating thereto. It is expressly agreed that the provisions of this
Clause – 41 shall govern the Contract and the rights and obligations of
the Parties hereunder during the suspension period.

41.2 Notwithstanding anything to the contrary contained herein, the


Contractor shall not have a right to terminate the Contract on the ground
that the Owner has suspended the Contract or continued the suspension
beyond the reasonable period.

41.3 If the Contractor’s performance of its obligations is suspended or the rate


of progress is reduced pursuant to this GCC Clause 41, then the Time for
Completion shall be extended in accordance with GCC Sub-Clause 40.1,
however no compensation shall be payable to the Contractor for any
reason whatsoever, except for reasonable cost incurred for mobilization
and demobilization of major equipments.

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41.4 During the period of suspension, the Contractor shall not remove from
the Site any Plant and Equipment, any part of the Facilities or any
Contractor’s Equipment, without the prior written consent of the Owner.
Moreover, during the period of suspension, the Contractor shall:

(1) Promptly suspend further performance of the work and during


the period of such suspension shall properly care for and protect
all work in progress and all property of Owner which pursuant to
the terms of this Contract is subject to the supervision of
Contractor in whatever state of completion;
(2) Place no further subcontracts or purchase orders for materials,
services, work or facilities in respect of the work except to the
extent expressly requested by Owner; and
(3) Unless otherwise directed by Owner, use all reasonable
endeavours in consultation with the Owner, to suspend on the
most favourable terms available to Contractor all purchase
orders, subcontracts and rental and lease agreements to the
extent affected by such suspension and otherwise minimise any
additional costs associated with such suspension.
(4) Contractor shall promptly deliver to Owner copies of all such
work in progress and all such property as may be requested by
Owner. Owner may at any time terminate the suspension by
written notice to Contractor specifying the effective date of
resumption of work and Contractor shall use its best efforts to
resume performance of its obligations pursuant to this Contract
immediately upon receipt of such notice.

42 Termination
42.2 Termination for Owner’s Convenience
42.1.1 The Owner may at any time terminate the Contract for any reason by
giving the Contractor a notice of termination that refers to this GCC Sub-
Clause 42.1.

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42.1.2 Upon receipt of the notice of termination under GCC Sub-Clause


42.1.1, the Contractor shall either immediately or upon the date
specified in the notice of termination
(a) cease all further work, except for such work as the Owner may specify
in the notice of termination for the sole purpose of protecting that part
of the Facilities already executed, or any work required to leave the
Site in a clean and safe condition
(b) terminate all subcontracts, except those to be assigned to the Owner
pursuant to paragraph (d) (ii) below
(c) remove all Contractor’s Equipment from the Site, repatriate the
Contractor’s and its Subcontractors’ personnel from the Site, remove
from the Site any wreckage, rubbish and debris of any kind, and leave
the whole of the Site in a clean and safe condition
(d) In addition, the Contractor, subject to the payment specified in GCC
Sub-Clause 42.1.3, shall
(i) Deliver to the Owner the parts of the Facilities executed by the
Contractor up to the date of termination
(ii) to the extent legally possible, assign to the Owner all right, title and
benefit of the Contractor to the Facilities and to the Plant and
Equipment as of the date of termination, and, as may be required by
the Owner, in any subcontracts concluded between the Contractor and
its Subcontractors
(iii) Deliver to the Owner all non-proprietary drawings, specifications and
other documents prepared by the Contractor or its Subcontractors as
at the date of termination in connection with the Facilities.

42.1.3 In the event of termination of the Contract under GCC Sub-Clause


42.1.1, the Owner shall pay to the Contractor the following amounts:
(a) The Contract Price, properly attributable to the parts of the Facilities
executed by the Contractor as of the date of termination

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(b) The costs reasonably incurred by the Contractor in the removal of the
Contractor’s Equipment from the Site and in the repatriation of the
Contractor’s and its Subcontractors’ personnel
(c) Any amounts to be paid by the Contractor to its Subcontractors in
connection with the termination of any subcontracts, provided that
Contract with the Sub-contractors was approved by the Owner prior to
the appointment of the Sub-contractors’.
(d) Costs incurred by the Contractor in protecting the Facilities and leaving
the Site in a clean and safe condition pursuant to paragraph (a) of
GCC Sub-Clause 42.1.2.

Contractor, as a condition of receiving payment under this GCC clause


42.1.3, shall execute all papers and take all other steps which may be
required to vest in Owner all rights, set-offs, benefits, title and interest
of Contractor in and to Plant and Equipment and Facilities to become
the property of Owner and in and to subcontracts, purchase orders and
other commitments (as specified by Owner) entered into by Contractor
for the benefit of the Project.

Contractor, as a condition of receiving payment under this GCC clause


42.1.3, shall execute all papers and take all other steps which may be
required to vest in Owner all rights, set-offs, benefits, title and interest
of Contractor in and to Plant and Equipment and Facilities to become
the property of Owner and in and to subcontracts, purchase orders and
other commitments (as specified by Owner) entered into by Contractor
for the benefit of the Project.

42.2 Termination for Contractor’s Default

42.2.1 The Owner, without prejudice to any other rights or remedies it may
possess, may terminate the Contract forthwith in the following

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circumstances by giving a notice of termination and its reasons


therefore to the Contractor, referring to this GCC Sub-Clause 42.2:

(a) if the Contractor becomes bankrupt or insolvent, has a receiving order


issued against it, compounds with its creditors, or, if the Contractor is a
corporation, a resolution is passed or order is made for its winding up
(other than a voluntary liquidation for the purposes of amalgamation or
reconstruction), a receiver is appointed over any part of its undertaking
or assets, or if the Contractor takes or suffers any other analogous
action in consequence of debt
(b) If the Contractor assigns or transfers the Contract or any right or
interest therein in violation of the provision of GCC Clause 43.
(c) If the Contractor, in the judgment of the Owner has engaged in corrupt
or fraudulent practices in competing for or in executing the Contract.
For the purpose of this Sub-Clause:
“corrupt practice” means the offering, giving, receiving or soliciting of
any thing of value to influence the action of a public official or an
employee or consultant of the Owner in the procurement process or in
contract execution.
“fraudulent practice” means a misrepresentation of facts in order to
influence a procurement process or the execution of a contract to the
detriment of the Owner, and includes collusive practice among bidders
(prior to or after bid submission) designed to establish bid prices at
artificial non-competitive levels and to deprive the Owner of the
benefits of free and open competition.

42.2.2 If the Contractor


(a) Has abandoned or repudiated the Contract
(b) has without valid reason failed to commence work on the Facilities
promptly or has suspended the progress of Contract performance for
more than twenty-eight (28) days after receiving a written instruction
from the Owner to proceed

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(c) Persistently fails to execute the Contract in accordance with the


Contract or persistently neglects to carry out its obligations under the
Contract without just cause
(d) refuses or is unable to provide sufficient materials, services or labour
to execute and complete the Facilities in the manner specified in the
program furnished under GCC Sub-Clause 17.2 at rates of progress
that give reasonable assurance to the Owner that the Contractor can
attain Completion of the Facilities by the Time for Completion as
extended,
then the Owner may, without prejudice to any other rights it may
possess under the Contract, give a notice to the Contractor stating the
nature of the default and requiring the Contractor to remedy the same.
If the Contractor fails to remedy or to take steps to remedy the same
within fourteen (14) days of its receipt of such notice, then the Owner
may terminate the Contract forthwith by giving a notice of termination
to the Contractor that refers to this GCC Sub-Clause 42.2.

42.2.3 Upon receipt of the notice of termination under GCC Sub-Clauses


42.2.1 or 42.2.2, the Contractor shall, either immediately or upon such
date as is specified in the notice of termination,
(a) cease all further work, except for such work as the Owner may specify
in the notice of termination for the sole purpose of protecting that part
of the Facilities already executed, or any work required to leave the
Site in a clean and safe condition
(b) Terminate all subcontracts, except those to be assigned to the Owner
pursuant to paragraph (d) below
(c) Deliver to the Owner the parts of the Facilities executed by the
Contractor up to the date of termination
(d) to the extent legally possible, assign to the Owner all right, title and
benefit of the Contractor to the Facilities and to the Plant and
Equipment as of the date of termination, and, as may be required by

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the Owner, in any subcontracts concluded between the Contractor and


its Subcontractors
(e) Deliver to the Owner all drawings, specifications and other documents
prepared by the Contractor or its Subcontractors as of the date of
termination in connection with the Facilities.

42.2.4 The Owner may enter upon the Site, expel the Contractor, and
complete the Facilities itself or by employing any third party. The
Owner may, to the exclusion of any right of the Contractor over the
same, take over and use with the payment of a fair rental rate to the
Contractor, with all the maintenance costs to the account of the Owner
and with an indemnification by the Owner for all liability including
damage or injury to persons arising out of the Owner’s use of such
equipment, any Contractor’s Equipment owned by the Contractor and
on the Site in connection with the Facilities for such reasonable period
as the Owner considers expedient for the supply and installation of the
Facilities.
Upon completion of the Facilities or at such earlier date as the Owner
thinks appropriate, the Owner shall give notice to the Contractor that
such Contractor’s Equipment will be returned to the Contractor at or
near the Site and shall return such Contractor’s Equipment to the
Contractor in accordance with such notice. The Contractor shall
thereafter without delay and at its cost remove or arrange removal of
the same from the Site.

42.2.5 Subject to GCC Sub-Clause 42.2.6, the Contractor shall be entitled to


be paid the Contract Price attributable to the Facilities executed as of
the date of termination, the value of any unused or partially used Plant
and Equipment on the Site, and the costs, if any, incurred in protecting
the Facilities and in leaving the Site in a clean and safe condition
pursuant to paragraph (a) of GCC Sub-Clause 42.2.3. Any sums due
the Owner from the Contractor accruing prior to the date of termination

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shall be deducted from the amount to be paid to the Contractor under


this Contract.

42.2.6 If the Owner completes the Facilities, the cost of completing the
Facilities by the Owner shall be determined which cost shall include the
damages suffered by the Owner due to delay or underperformance of
the Contractor calculated at the rate of liquidated damages specified in
the Contract for the delay or underperformance.
If the sum that the Contractor is entitled to be paid, pursuant to GCC
Sub-Clause 42.2.5, plus the reasonable costs incurred by the Owner in
completing the Facilities, exceeds the Contract Price, the Contractor
shall be liable for such excess.
If such excess is greater than the sums due, the Contractor shall pay
the balance to the Owner, and if such excess is less than the sums
due the Contractor under GCC Sub-Clause 42.2.5, the Owner shall
settle the balance with the Contractor.
The Owner and the Contractor shall agree, in writing, on the
computation described above and the manner in which any sums shall
be paid. The Owner shall be entitled to encash the performance
security to recover all or part of its dues from the Contractor.

42.3 Termination by Contractor

42.3.1 If
(a) the Owner has persistently failed to pay the Contractor any sum due
and payable under the Contract, the Contractor may give a notice to
the Owner that requires payment of such undisputed sum. If the Owner
fails to pay such sum or give its reasons for withholding such payment
within twenty (20) days after receipt of Contractor’s notice,

then the Contractor shall give a further notice of thirty (30) days to the
Owner, and if the Owner has failed to pay the outstanding sum, the

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Contractor may after expiry of the said period, forthwith terminate the
Contract.

42.3.2 The Contractor may terminate the Contract forthwith by giving a notice
to the Owner to that effect, referring to this GCC Sub-Clause 42.3.2, if
the Owner becomes bankrupt or insolvent, has a receiving order
issued against it, compounds with its creditors, or, being a corporation,
if a resolution is passed or order is made for its winding up (other than
a voluntary liquidation for the purposes of amalgamation or
reconstruction), a receiver is appointed over any part of its undertaking
or assets.
42.3.3 If the Contract is terminated under GCC Sub-Clauses 42.3.1 or 42.3.2,
then the Contractor shall immediately
(a) Cease all further work, except for such work as may be necessary for
the purpose of protecting that part of the Facilities already executed, or
any work required to leave the Site in a clean and safe condition
(b) Terminate all subcontracts, except those to be assigned to the Owner
pursuant to paragraph (d) (ii)
(c) Remove all Contractor’s Equipment from the Site and repatriate the
Contractor’s and its Subcontractors’ personnel from the Site.
(d) In addition, the Contractor, subject to the payment specified in GCC
Sub-Clause 42.3.4, shall
(i) Deliver to the Owner the parts of the Facilities executed by the
Contractor up to the date of termination
(ii) to the extent legally possible, assign to the Owner all right, title and
benefit of the Contractor to the Facilities and to the Plant and
Equipment as of the date of termination, and, as may be required by
the Owner, in any subcontracts concluded between the Contractor and
its Subcontractors
(iii) Deliver to the Owner all drawings, specifications and other documents
prepared by the Contractor or its Subcontractors as of the date of
termination in connection with the Facilities.

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42.3.4 If the Contract is terminated under GCC Sub-Clauses 42.3.1 or 42.3.2,


the Owner shall pay to the Contractor all payments specified in GCC
Sub-Clause 42.1.3, [superceded by SCC], except for loss of profit, or
damage sustained by the Contractor arising out of, in connection with
or in consequence of such termination.

42.3.5 Termination by the Contractor pursuant to this GCC Sub-Clause 42.3 is


without prejudice to any other rights or remedies of the Contractor that may
be exercised in lieu of or in addition to rights conferred by GCC Sub-Clause
42.3 for breach of Contract by the Owner for breach of Contract by the
Owner.

42.4 In this GCC Clause 42, the expression “Facilities executed” shall include all
work executed, Installation Services provided, and all Plant and Equipment
acquired (or subject to a legally binding obligation to purchase) by the
Contractor and used or intended to be used for the purpose of the Facilities,
up to and including the date of termination.

42.5 In this GCC Clause 42, in calculating any monies due from the Owner to the
Contractor, account shall be taken of any sum previously paid by the Owner
to the Contractor under the Contract, including any advance payment paid
pursuant to the corresponding Appendix (Terms and Procedures of Payment)
to the Contract Agreement.

42.6 Neither Owner nor Contractor shall be entitled on the termination to any
payments of or compensation whatsoever for any loss of profit or anticipated
profit, loss of opportunities or consequential damages or the incurring of
expenditure in the expectation of completing the whole of the Facilities.

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43 Assignment
43.1 This Contract shall be binding upon and shall inure to the benefit of the
Parties hereto and their respective successors and duly permitted assigns.
Neither the Owner nor the Contractor [nor any consortium partner] shall,
without the express prior written consent of the other party (which consent
shall not be unreasonably withheld), assign to any third party the Contract or
any part thereof, or any right, benefit, obligation or interest therein or
thereunder, except that the Contractor shall be entitled to assign either
absolutely or by way of charge any monies due and payable to it or that may
become due and payable to it under the Contract.

43.2 In particular, Contractor hereby consents to the grant and creation by Owner
of a security interest in and assignment of this Contract and any and all of
Owner’s rights, title and interests in and under this Contract in favour of any
Lender or its security agent or trustee.

43.3 In furtherance of the same. Contractor does hereby consent to give full
effect to such security interest and assignment, and to enter into such
agreements, direct agreements and consents and deliver such legal
opinions as are reasonably customary and required by the lenders in
connection with the financial closing.

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Section V
Special Conditions of Contract
(In case of any contradiction between SCC and GCC
the SCC shall prevail.)

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INDEX (SCC)
1.0 DEFINITIONS (GCC CLAUSE 1) 143
2.0 NOTICES (GCC CLAUSE 4) 144
3.0 GOVERNING LAW (GCC CLAUSE 5) 144
4.0 SETTLEMENT OF DISPUTES (GCC CLAUSE 5 & 6) 144
5.0 SCOPE OF FACILITIES [SPARE PARTS] (GCC CLAUSE 6) 144
6.0 TIME FOR COMMENCEMENT AND COMPLETION (GCC CLAUSE 7) 145
7.0 NO LIABILITY FOR SITE CONDITIONS OR TENDER DATA (GCC 9.2 ) 145
8.0 CONTRACT PRICE (GCC CLAUSE 10 AND GCC 36) 146
9.0 SECURITIES (GCC CLAUSE 12) 150
10.0 WORK PROGRAM AND PROGRESS REPORTING (GCC CLAUSE 17) 151
11.0 SUB CONTRACTING (GCC CLAUSE 18) 155
12.0 COMMISSIONING AND OPERATIONAL ACCEPTANCE (GCC CLAUSE 25) 156
13.0 COMPLETION TIME GUARANTEE (GCC CLAUSE 26) AND FUNCTIONAL
GUARANTEE (GCC 28) 157
14.0 DEFECT LIABILITY (GCC CLAUSE 27) 159
15.0 SUPPLY OF WATER AND POWER AT SITE 159
16.0 PERMANENT POWER AND UTILITIES CONNECTIONS 160
17.0 ORDER OF WORKS 160
18.0 ADHERENCE TO LABOUR LAWS 160
19.0 LAND FOR CONTRACTOR’S FIELD OFFICE, GODOWN AND WORKSHOP 161
20.0 SUPPLY OF EQUIPMENT AND MATERIALS 162
21.0 DEMURRAGE AND WHARFAGE 163
22.0 CONSTRUCTION EQUIPMENT, MATERIALS, SPECIAL AIDS, TOOLS AND
TACKLES, INSTRUMENTS, ETC. 164
23.0 BOUGHT-OUT ITEMS 164
24.0 IMPORT LICENSE AND CUSTOMS DUTY ON PLANT & EQUIPMENT 164
25.0 SURVEY AND LEVEL 164
26.0 QUALITY ASSURANCE SYSTEM 165
27.0 SUBSEQUENT LEGISLATION AND WAR RISK–CHANGE IN LAW AND
REGULATION [GCC CLAUSE 36 AND 38] 166
28.0 DEDUCTIONS FROM THE CONTRACTOR’S BILLS 166

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29.0 INSURANCE 167


30.0 WITHHOLDING, ACCOUNTING OF EMPLOYEES OF THE CONTRACTOR 167
31.0 INTELLECTUAL PROPERTY 167
32.0 ADHERENCE TO CONSTRUCTION CODES 168
33.0 DOCUMENTATION 171
34.0 CONTRACT DOCUMENTS 173
35.0 MOBILIZATION AND DEMOBILIZATION COSTS ARE INCLUDED IN RATES 174
36.0 CONSTRUCTION RIGHT OF USE AND PERMITS 175
37.0 COMPENSATION FOR IDLE TIME 181
38.0 OWNER SUPPLIED MATERIALS 181
39.0 EXCESS MATERIAL AND SCRAP 181
40.0 PLANS, DESIGNS, DRAWINGS BY CONTRACTOR 182
41.0 DRAWINGS TO BE SUPPLIED BY THE OWNER 185
42.0 REGISTRATION OF THE CONTRACT WITH STATUTORY AUTHORITIES 186
43.0 STATUTORY APPROVALS 186
44.0 PRICE VARIATION OR ESCALATION 186
45.0 SITE CLEANING 188
46.0 CONTRACT AGREEMENT 188
47.0 ABNORMALLY HIGH UNIT RATES 189
48.0 TERMS OF PAYMENT 189
49.0 CROSSINGS 189
50.0 BRICK KILN AREA 190
51.0 OWNER THIRD PARTY INSPECTION AGENCY 190
52.0 HAZOP STUDIES 191
53.0 DOCUMENTS TO BE SUBMITTED BY CONTRACTOR 192
54.0 COMMUNITY WELFARE 192
55.0 PRIOR INTIMATION 192
56.0 DEMONSTRATION OF PLOUGH 192
57.0 CALIBRATION 193

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Special Conditions of Contract

The following Special Conditions of Contract (SCC) shall supplement to the General
Conditions of Contract (GCC). Whenever there is a conflict between the provisions in
the GCC and the provisions in the SCC, the provisions herein shall prevail over those
in the GCC. The corresponding clause number of the GCC is indicated in parenthesis
wherever applicable

1.0 Definitions (GCC Clause 1)

The Owner is: Gujarat State Petronet Limited


The Project Manager [Name, address, and telephone, cable and facsimile
is: numbers]
The Contractor is: [Name, address, and telephone, cable and facsimile
numbers]
The Contractor’s [Name, address, and telephone, cable and facsimile
Representative is: numbers]
The Adjudicator is: A Panel of Three to be appointed.
The Time of 10 months (9 months for Engineering, Procurement,
Completion: Construction & Commissioning + 1 month Operation run
and Operational Acceptance).Contractor shall closeout the
Project, as defined below
- Within three months from completion date of one month
operation, ( if gas is available)
-Within three months from completion date of
commissioning (if gas is not available)
Sub-Contractors / Owner’s approval required.
Vendors

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2.0 Notices (GCC Clause 4)


GCC 4.1—Owner’s address for notice purposes:
Gujarat State Petronet Limited
th
5 Floor, GSPL Bhavan
Behind Udyog Bhavan
Sector-11, Gandhinagar.
Gujarat State, India.
Tel: 91-79-66701503
Fax: 91-79-23244973
Contractor’s address for notice purposes:
3.0 Governing Law (GCC Clause 5)
GCC 5.1—The Contract shall be interpreted in accordance with the laws of
India.

4.0 Settlement of Disputes (GCC Clause 5 & 6)


GCC 5.1.3—Adjudicator’s hourly fee: To be decided before contracting
GCC 5.1.4—Appointing Authority for Adjudicator: To be mutually agreed by
the Owner and Contractor
GCC 5.2.3—Rules of procedure for arbitration proceedings: Under Indian
Laws
GCC 5.2.3 —Any dispute between the Owner and a Contractor arising in
connection with the present Contract shall be referred to arbitration in
accordance with the laws of India

5.0 Scope of Facilities [Spare Parts] (GCC Clause 6)


GCC 6.6—The Contractor agrees to supply Mandatory & Operating spares for
a period of 2 (two) years. The prices quoted as on the date of submission of
the bid for the spares shall be valid for a period of 365 days from the date of
completion of the Project.
GCC 6.0—The Contractor shall carry sufficient inventories to ensure an ex-
stock supply of consumable spares for the plant and equipment. Other spare

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parts and components shall be supplied as promptly as possible, but at the


most within six (6) months of placing the order. In addition, in the event of
termination of the production of spare parts, advance notification will be made
to the Owner of the pending termination, with sufficient time to permit the
Owner to procure the needed requirement. Following such termination, the
Contractor will furnish to the extent possible and at no cost to the Owner the
blueprints, drawings and specifications of the spare parts, if requested.

6.0 Time for Commencement and Completion (GCC Clause 7)


GCC 7.1—The Contractor shall commence work on the Facilities from the
Effective Date for determining Time for Completion as specified in the
Contract Agreement.
GCC 7.2—Pre-commissioning and Commissioning (only if gas in required
quantity is available) in 9 months from the Effective Date.
Effective date is the Contractor’s date of commencement of work for
reckoning the time of completion.. The Effective date shall be the date of
issuance of Letter of Acceptance by the Owner.
All Guarantee Tests shall be completed with fifteen days of achieving physical
completion of the Facility.
Operational Acceptance shall be made after one months of successful
operation of the pipeline that shall be carried out simultaneously after
completion of the Guarantee Tests.

7.0 No liability for Site Conditions or Tender Data (GCC 9.2)

The Contractor warrants that he has visited and examined the site and carried
out necessary soil tests and Geo-technical investigations and surveys of the
route where the facilities are to be installed and examined all the
surroundings. The Contractor warrants that he is fully familiar with the site
conditions and has obtained all information necessary for preparation of the
price bid and installing and laying the pipeline and commissioning. The
Contractor also warrants that he has examined the Tender Data provided in

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the bid document and is fully satisfied to its adequacy for detailed engineering
and construction and commissioning of the pipeline that meets the
specifications and standards and performance norms specified in the Bid
Document. The Owner shall not be liable for any site-related conditions or any
Tender Data provided in the Bid Documents not withstanding anything
contained in the GCC in this regard. The data/ information given in this tender
document is indicative only and in no way guaranteed by the Owner.
Except as otherwise expressly stated in this Contract:

(1) Contractor shall be deemed to have obtained all necessary information


as to risks, contingencies and other circumstances which may
influence or affect the Work;

(2) Contractor accepts total responsibility for having foreseen all difficulties
and costs and expenses of successfully completing the Work; and

(3) No increase in the Contract Price, or extension of the Time for


Completion based in whole or in part upon any discrepancy between
the actual conditions encountered by Contractor and those which
Contractor anticipated, or any unforeseen difficulties or costs generally,
shall be considered by the Owner or effected.

The Contractor acknowledges that certain engineering data and information


and data and information relating to hydrological, geo-technical and sub-
surface and marine conditions at the Site have been made available to the
Contractor by the Owner in the Technical Specifications, information made
available to bidders during the bid process, generally or otherwise, directly and
indirectly, solely for the convenience of the Contractor. The verification and
interpretation of the same shall be at the sole risk and responsibility of
Contractor.

Contractor agrees that the Owner shall have no liability for the adequacy,
correctness, accuracy or completeness of such data and information. The
Owner makes no representation or warranty, express or implied, as to the
adequacy, accuracy, correctness or completeness of any such data or
information.

8.0 Contract Price (GCC Clause 10 and GCC 36)

GCC 10.2 and GCC 36—The Contract Price shall be fixed and lump sum and
only adjustable as per provisions of the SCC in this regard.

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The procedures to be followed in applying for certifying and making payments


shall be based on the final agreed schedule and method of payment agreed
between the Owner and the contractor based on the percentages indicated
below, after deducting security deposit at the rate of 10% against each bill.

Mobilization Advance can be availed if desired by the contractor on submission


of necessary bank guarantee. The maximum amount of Mobilization Advance
shall be 10% of total contract price.. Mobilization Advance shall bear interest of
10% p.a.The Mobilization Advance shall be recovered proportionately from
each RA Bill. The interest amount shall be adjusted from the RA Bill payments.

8.1 Allowed Variations of Contract Price due to increase / decrease in Scope


of Work
The Contract Price shall be varied under the following circumstances resulting
in increased quantity of work using the rates indicated herein:

RoU Length The Contractor is The increase /


required to absorb all decrease in the
variations in the pipeline Contract Price shall
length within the ROU be based on the
diagram provided in the rates indicated in the
Bid Document. No final agreed price bid
variations due to increase of the contractor and
/ decrease of pipeline sub-clause 44 of
length within the ROU SCC.
indicated in the Bid
Document shall be
considered for any
change in the Contract
Price.

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For any re-routing of the


pipeline outside the RoU
indicated in the Bid
Document the Contractor
shall absorb the first 1%
increase/decrease in the
pipeline length as part of
the agreed Contract
Price. Beyond the first 1%
change in pipeline length
arising due to the
rerouting the contractor
shall be entitled to
variation for the
incremental change
beyond 1%.

Plot For Plot Area and Building The increase /


Area/Building Area for civil works, no decrease in the
Area increase or decrease of Contract Price shall
the lump sum price shall be based on the
be made if the increase or rates indicated in the
decrease is ± 15% (fifteen final agreed price bid
percent). of the contractor and
sub-clause 44 of
SCC.

Electrical Variation in ± 20% in The increase /


connected electrical load decrease in the
from the Single Line Contract Price shall

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Diagram shall be included be based on the


in the Bidders Scope of rates indicated in the
Work. final agreed price bid
of the contractor and
sub-clause 44 of
SCC.

Station Piping No quantity adjustment shall Not applicable


be allowed for any station
piping and other piping
materials at stations.
Instrumentation No quantity adjustments shall Not applicable
be allowed for any
instrumentation related items
Any other variation resulting The increase /
due to instructions of the decrease in the
Owner, after approval of Contract Price shall
drawings for construction as be based on the
per bid document and rates indicated in the
specifications mentioned final agreed price bid
therein, and which are not of the contractor and
required as per tender sub-clause 44 of
document and or SCC.
specifications shall be allowed
based on certificate of the
Project Manager. Maximum
variations allowed shall be ±
15% of the Contract Price as
originally agreed as on the

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date of award.
No other variations or adjustments shall be allowed except those provided for
in Clause 44 of the SCC. No item or works which are required as per tender
requirements and specifications shall constitute a variation.

The Change Order procedures as outlined in Sample Forms and Procedures


shall be followed in giving effect to the above adjustments.

9.0 Securities (GCC Clause 12)


GCC 12.3.1—The amount of Performance Security as a percentage of the
Contract Price (as amended from time to time due to change orders and /or
variations) for the Facility or for the part of the Facility for which a separate
time for Completion is provided, shall be 15 (Fifteen) percent during the
period up to the Operational (or Provisional) Acceptance Certificate. From the
period of thereafter till the completion of the Defects Liability Period. The
performance security shall be valid for their assigned completion period plus
sixty days claim period.

GCC 12.3.2—The Performance Security shall be in the form of Unconditional


Bank Guarantee from a Scheduled Bank attached hereto in the section on
Sample Forms and Procedures and shall be valid for a period as specified in
the GCC Clause 12.3 of the Bid Document.

The Performance Security shall be replenished to its original level within 7


(seven) days of any withdrawal made on it and shall be utilized for payment
towards any payment due from the Contractor to the Owner or for
compensating the Owner for any loss or damage. In the event Contractor fails
to restore the Performance Security then the Contractor shall not be entitled
for issuance of the Operational Acceptance.

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There shall be no cap on the total liability of the Contractor for remedying any
defects in the Facilities or compensating the Owner for any damages suffered
due to negligence or misconduct or for whatsoever reasons attributable to the
Contractor.
Owner shall have an unqualified option under the Performance Security to
draw on the guarantee and claim the amount thereunder in the event of
Contractor’s failure to honour any of its obligations, responsibilities or
commitments under this Contract and/or in respect of any amount due from
Contractor to Owner.

10.0 Work Program and Progress Reporting (GCC Clause 17)

GCC 17.2—The form of the program of performance of the Contract shall be


in the form of Critical Path Method (CPM) and PERT network. The following
provisions shall apply with respect to Project Scheduling and Monitoring:

The Contractor shall, provide schedule with bar charts prepared in Primavera
(latest version ) within 15 (fifteen) days of receiving Letter of Acceptance of
Contract, covering the Scheduled Status of all functions of the project, like
engineering, procurement, construction and commissioning phases. The
schedule shall clearly indicate early start and finish dates, floats,
predecessors, successors, etc. The schedule shall be reviewed and approved
by the Owner and the agreed schedule shall form the basis of scheduling and
monitoring. Once approved, the schedule shall not be changed, revisions, if
any may be made with the prior approval of Owner.

The Contractor shall prepare functional schedules, weekly scheduled progress


required and resource based on bar charts with Scheduled progress curve of
all the disciplines for the following:
- Engineering
- Procurement Schedules:

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The schedule for each material requisition from enquiry to receipt at site shall
be given.

- Construction Schedule:
The Contractor shall establish a web-based progress monitoring system which
will be updated on a daily basis. Access to this system shall be made available
to Owner for review. All daily / weekly and monthly progress reports will be
posted on this system on a regular basis. Along with these reports, a graphical
/ pictorial depiction of the progress shall also be prepared and updated on a
regular basis. The format for this system shall be proposed by the EPC
contractor to the Owner and after approval of the same by the Owner, the
system shall be implemented.

The Bidder is required to make use of a software solution to track construction


progress of the project on a real time basis updated daily. The progress needs
to be displayed electronically on a web-based format. Proper secured access
is to be provided to Owner enabling review of construction progress on a daily
basis.

Along with the Technical submission, the Bidder will provide proof of a tie-up
with a software solution provider for this requirement. This will include a
detailed execution plan for this implementation. Client may call upon the
bidder to demonstrate the software proposed to be used.
All pipeline construction related documentation (QA/QC and audit compliance
documentation), including the pipe-book, weld-book are required to be handed
over to the client in an electronic format in appropriate formats and systems.
Apart from storing all paper documentation, the software should have requisite
features/ability to generate as-built alignment sheets from varying points of the
pipeline ROW.
The software should also have the feature/ability that the daily progress can be
shown (apart from tabular reports) on a web or GIS front end, with progress of
different activities, geo-referenced to the surrounding land base.

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All NDT tests require to be handed over to the client in an electronic format,
duly geo-referenced. as part of the software's archival feature.
The software solution chosen by the Contractor should have been used on at
least two pipeline projects previously (in the last 5 years). One of the two
projects should have been a pipeline of length not less than 50 Km.
The schedule for identical type of items shall be grouped under each discipline
for each unit. The man-hours required for construction of these items shall
form the basis of weightages. Planned resource deployment to suit these
schedules shall also be provided.

Monitoring

Following reports in agreed formats and frequency will be submitted by the


Contractor at his own cost in such form as may be prescribed by the Project
Manager:

(i) Progress Report to be submitted every month to the Owner by last day of
every month with cut-off date of 25th of every month. This report shall include
progress Bar charts (Engineering, Procurement, Constructions & overall
progress), progress curves, executive summary, hold-ups and slippage,
change orders, salient features status of important milestones detailed activity
description done during the month, resource deployment, areas of concerns
and action plan.
Updated copy of Primavera schedule (showing actual start and finish dates,
expected completion dates and percentage progress) shall be submitted to
the Owner along with every monthly report (soft copy in XER format and
colour hard copy). Next month’s proposed activities also to be indicated in the
progress reports.
(ii) Daily and Weekly Construction Progress Report indicating monthly and
cumulative: work planned, previous backlog, achieved, carry forward;
(iii) Equipment & Manpower deployment status Report.
(iv) Engineering Drawing Status Report (Weekly)
(v) Material Status Report (Fortnightly)

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(vi) QA & QC Report including report steps for safety (Fortnightly)


The Contractor shall attend Management Level Review Meeting once a month
or as and when required and as called by Owner / Project Manager with
agenda of progress achieved and major hold-ups at venue fixed by the Owner
/ Project Manager. Monthly Review Meeting will assess the status of Project
Execution with agenda of progress and hold-ups in engineering, procurement
and construction for next month. The Contractor shall attend Weekly Review
Meeting at Project site with agenda of progress achieved in last week and
hold-ups in Construction for next week. Contractor shall provide additional
efforts whenever the progress and bar charts indicate a possible delay in the
completion date. Such additional efforts may require supplementing of
equipment, personnel, working in excess of the normal work per day or
working in excess of the normal work per week and/or other resources. All
extra costs incurred by the Contractor for such additional efforts in order to
prevent a possible delay in the completion date shall be to his account.

Procurement Status Report


Every fortnight, The Contractor shall furnish to Owner / Project Manager a
status or expediting report covering purchasing progress as of the last day of
the preceding month and fifteenth day of the running month. This report shall
indicate purchase order numbers, description of item, supplier, date or order,
original promised delivery date, latest revised delivery date, the name of the
carrier or shipper, name of the vessel, and any other information pertinent to
the purchasing status.
Expediting, Inspection and Testing: The Contractor shall be responsible for all
expediting and inspection. Copies of the Contractor’s expediting and
inspection reports shall be forwarded periodically to the Owner for information.
The Contractor shall ensure the Owner’s right of inspection in supplier’s shops
or mills during the manufacturing or fabrication of equipment and other
components. The Contractor shall inform the Owner promptly of any problems
encountered in regards to quality or delivery and of steps taken by the
Contractor to overcome such problems. Contractor shall furnish schedule of

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dates for factory tests of all supply items enabling the Owner to depute it’s
representative for witnessing the tests. Immediately after award or work,
Contractor shall finalize in consultation with the Owner / Project Manger
representative, list of equipment and other supply items to be inspected by the
Owner / Project Manager, according to the agreed Quality Assurance Plan.

11.0 Sub Contracting (GCC Clause 18)


The following items shall be considered as Major Items:

Line Pipes
Valves
Station Pipes
Panels
HDD
SL&R
CP Work
Insulation Joint
OFC
QOC
Pig Launcher / Receiver
Electrical and Instrumentation items.

The Owner will evaluate any alternatives by the bidders, from the final
approved list of sub-contractors and satisfy itself that the alternatives for these
major items satisfy the criteria set by Owner in the bid document with respect
to the standards and specifications for the supply items and there is adequate
warranty for these items.
The Owner may request for substitution of a supplier of a major item/
engineering consultant if it is satisfied that the supplier/ engineering
consultant fails to meet the technical criterion and the bidder will be required
to replace the supplier/ engineering consultant, at no time and cost effect to
the Owner.

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The Owner will approve list of sub-contractors (for items other than Major
Items) or Owner appointed engineers from time to time based on submissions
during construction period. Any subcontractor may required to be replaced if
they are demonstrated to be technically incompetent for the task for which
they are being contracted.
All material supplies shall be accompanied by a Third Party Inspection Report
(the procedure whereof will be agreed between the Owner and the
Contractor) based on stage wise inspection by the Third Party Inspector.
Owner shall issue Material Dispatch Certificates before dispatch of any
material. The Owner may waive such requirement at its discretion.
The Owner or its representatives can also carry out verification and inspection
at the factory premises of suppliers at its own cost. Inspection by the Owner
shall not absolve the contractor of any of its responsibilities.
Contractor shall procure and arrange for a certificate or release satisfactory to
Owner that such subcontract or purchase order has been fully performed and
that no property used in connection with the Facilities is subject to any
unsatisfied lien or claim as a result of the performance or non-performance of
such Subcontractor or supplier.
Engineering Consultancy :
The Owner shall also approve the Engineering consultant proposed by the
Contractor. The Contractor shall submit a detailed capability statement of the
proposed Engineering Consultant to the Owner. The engineering sub-
contractor should have carried out engineering for turnkey onshore pipeline
projects of minimum 50 Kms in the last three years.

12.0 Commissioning and Operational Acceptance (GCC Clause 25)

GCC 25.2 Not withstanding anything contained in the GCC all Labour and
material costs associated with pre-commissioning, commissioning and
operational acceptance tests shall be borne by the Contractor and not by the
Owner as specified in the above clauses.

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GCC 25.2.1—The Guarantee Test of the Facilities shall be successfully


completed within 15 days of completion (after issue of Completion Certificate)
and followed by one month of successful operation of the pipeline by the
Contractor at its own cost and risk after which the Operational Acceptance
Certificate shall be issued.
In the event that the Contractor has been able to proceed with the Pre-
commissioning and Commissioning of the Facilities pursuant to Sub-Clause
22.4 of GCC, Commissioning under Sub-clause 22.4.2 and one month of
operation but could not proceed with the Guarantee Test pursuant to Sub-
Clause 25.2 within 6 (six) months of the physical completion of the Facilities
and demonstrate the operation of the entire pipeline system under the design
conditions, for reasons solely attributable to the Owner either on account of
non-availability of other facilities under the responsibilities of the Owner, or for
reasons beyond the Owner’s control, the Owner shall instruct the Project
Manager to issue a Provisional Certificate of Operational Acceptance to the
Contractor certifying the physical completion of the Facilities but stating
clearly that the system has not been tested under design conditions. The
Owner shall release the balance payment due to the Contractor related to the
bills raised till date, which would otherwise have been payable on receiving
the Operational Certificate under the GCC Clause 25.3.
The Defects Liability Period of 18 months shall be counted from the date of
issue of Provisional Certificate of Completion and the Contractor shall be
responsible to make good any defect at its own cost and risk in the pipeline
system without any limit.
The operational test of the complete pipeline shall be carried out
At all Stations & Terminals, Pneumatic test has to be carried out at 95 barg
with nitrogen.

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13.0 Completion Time Guarantee (GCC Clause 26) and Functional Guarantee
(GCC 28)
GCC 26.2—Applicable rate for liquidated damages:
Contractor acknowledges that time is the essence of the Contract and in case
of any delay in completion and commissioning of the facilities and handing
over to Owner (in accordance with Clause 25 of GCC), shall cause Owner
substantial damage. The Contractor hereby agrees to without prejudice to any
other right or remedy available to the Owner under the Contract pay liquidated
damages at rates mentioned herein.
Contractor and Owner agree that the amounts fixed as liquidated damages for
each such guarantee under this SCC are reasonable, considering damages
that Owner would sustain in the event of failure to satisfy guarantee and that
such amounts are agreed upon and fixed as liquidated damages.
The Parties agree that these are a genuine pre-estimates of the losses /
damages which will be suffered on account of the breach of guarantees and
the prescribed amounts of such liquidated damages shall be payable on
demand without there being any proof of the actual loss or damages caused
by such breach. Parties irrevocably further agree that the aforementioned
liquidated damages have been mutually arrived at after joint discussions and
calculations.

The decision of Owner in regard to the actual delay shall be final and binding
on Contractor.
The Contractor agrees that the following rates are a reasonable estimate of
the damages suffered by the Owner due to delay in completion and
commissioning of the facilities and handing it over to the Owner and the
Contractor shall not question the rate of damages in court of law or raise any
question otherwise:
Failure to achieve physical completion and pre-commissioning of the Facilities
as per time schedule: 0.75% of the Contract Price per week for the first four
(4) weeks of delay or part thereof and 1.5% of the Contract Price per week

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thereafter subject to a maximum of 10% of the total contract price will be


deducted from the contractor’s bills.

GCC 26.0—Applicable rate for liquidated damages


The Contractor agrees that the following rates are a reasonable estimate of
the damages suffered by the Owner and the Contractor shall not question the
rate of damages in any court of law or raise any question otherwise:
Failure to achieve the required Performance Guarantees and the hydrotest
pressure level resulting in derating of the maximum capacity of the pipeline as
per the Specifications and Standards provided in the bid documents is not
acceptable. In case of such a failure, Contractor has to remedy the defects in
the Facilities / pipeline and achieve the required Performance Guarantees
and the hydrotest pressure level without prejudice to other rights available to
the Owner under this Contract. There shall be no cap on the total liability of
the Contractor in this regard.
GCC 26.0—No bonus will be given for earlier Completion of the Facilities or
part thereof.

14.0 Defect Liability (GCC Clause 27)


GCC 27.9---In place of the Clause, the following shall be inserted:
“Except as provided in GCC Clauses 27 and 33, the Contractor shall be
under no liability whatsoever and howsoever arising and whether under the
Contract or at law, in respect of defects in the Facilities or any part thereof,
the Plant and Equipment, design or engineering or work executed, that
appear after the completion of the Defects Liability Period except where such
defects are the result of the gross negligence, fraud, criminal or willful action
or errors and misstatements of the Contractor or are latent defects.

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15.0 Supply of Water and Power at Site


Notwithstanding anything contained in the GCC to the contrary, no water,
power, utilities, telecommunication facilities and any other infrastructure
required to execute the Work shall be provided by the Owner, including those
for SCADA and Telecommunication facility. It shall be the responsibility of the
Contractor to arrange all these facilities at his own cost for execution of the
works and meeting its obligations without any recourse to the Owner.

16.0 Permanent Power and Utilities Connections


The Contractor shall also be responsible for applying and obtaining at its own
cost and risk for electrical power, water and other utilities connections and
supply from the relevant authorities required for testing and operating the
pipeline in the precommissioning, commissioning, guarantee test and one
month operating period.
Owner shall be responsible for obtaining the connection of permanent power
in post Operational Acceptance Phase. However liaison with Electricity Board
shall be the responsibility of the Contractor.

17.0 Order of Works


17.1 The Owner / Project Manager has the right to indicate the sequence
according to which the work shall be carried out which shall be consistent with
the Project Completion Schedule as provided in the Bid Documents.
Contractor shall submit the detailed methodology and program to execute the
works that shall adhere to the Schedule of Completion and the same shall get
approved by the Owner / Project Manager before placing the order.
17.2 The Owner reserves the right to fix up priorities that will be conveyed by
Owner / Project Manager and the Contractor shall plan and execute work
accordingly.

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18.0 Adherence to Labour Laws


18.1 The Contractor and its sub-contractors shall strictly comply with the provisions
of Employees Provident Fund Act and register themselves with the Regional
Provident Fund Commissioner (RPFC) before commencing work. The
Contractor shall deposit Employee’s and Owner’s contributions with the RPFC
every month. The Contractor shall furnish along with each running bill, the
challan / receipt for the payment made to the RPFC for the preceding month.
18.2 In case the RPFC’s challan / receipt, as above, is not furnished, the Owner
shall deduct 16% (Sixteen) (or such other percentage as may be statutorily
applicable) of the payable amount from Contractor’s running bill and retain the
same as a deposit. Such retained amounts shall be refunded to Contractor on
production of RPFC Challan / receipt for the period covered by the related
running bill.
18.3 Before starting of work, Contractor shall obtain a license from concerned
authorities under the Contract Labour (Abolition and Regulation) Act 1970,
and furnish copy of the same to Owner. The Contractor shall comply with all
relevant labour laws and ancillary laws applicable in India and in Gujarat and
shall bear all costs related to adhering to all such laws including payment of
any charges, taxes, duties, fees, etc., or contributions prescribed in the
relevant labour laws.

19.0 Land for Contractor’s Field Office, Godown and Workshop


19.1 Unless otherwise specified in the Bid Documents, the Contractor shall, as
required for his works, for the entire duration of the execution of the work
arrange near the site, land for construction of equipment stock yards,
maintenance workshops, field office, warehouse and for any purpose in
connection with providing infrastructure required for the execution of the
Contract. The Contractor shall bear all the cost related to the provisions of the
site / land and sanitary arrangement as required without any recourse to the
Owner.

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19.2 On completion of the work undertaken by the Contractor, the Contractor shall
remove all temporary works and have the Site cleared as directed by Owner /
Project Manager. If the Contractor fails to comply with these requirements,
the Owner may, at the expense of the Contractor, remove such surplus and
rubbish materials and dispose of the same as he deems fit and get the site
cleared, and the Contractor shall forthwith pay the amount of all expenses so
incurred by the Owner (the Owner may recover the amount from the pending
bill of the Contractor) and shall have no claims in respect of any such surplus
material disposed of as aforesaid.
19.3 Land for residential accommodation for staff and Labour of Contractor shall,
if so required by him, be arranged by Contractor at his own cost and risk with
no recourse to the Owner.
19.4 Provision of Stockyard or dump yard at 1 or 2 locations shall be in the scope
of EPC Contractor till completion of the contract. .

20.0 Supply of Equipment and Materials


20.1 In partial modification to the clause of General Conditions of Contract, where
materials, equipment and plants are supplied by the Contractor or under the
Contract the following provisions shall apply.
20.2 If, post the transfer of Ownership of Plant and Equipment (as provided for in
GCC 31.1 & 31.2) thereafter the Contractor is in possession of or has the
custody of the materials and equipment he shall hold the same for and on
behalf of the Owner and shall not deal with them in any manner except for the
purposes of this contract. He shall clearly mark all such material as property
of the Owner. The Owner’s responsibility shall be limited to endorsement of
dispatch documents on the Contractor’s favour to enable contractor to carry
out the services under the Contract. Such endorsement and handing over of
dispatch document by the Owner to the Contractor shall be construed as
being handed over and entrusted to the Contractor the equipment / materials
supplies, etc. covered in such dispatch documents. The Contractor shall hold
the equipment / materials supplies etc., handed over to him by the Owner as
trustee on behalf of the Owner without having any lien or charge against the

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equipment at any stage. The Contractor shall not create any encumbrances
or charge, lien, mortgages or hypothecation on the aforesaid equipment /
supplies in favour of any institute / organization / bank. The Contractor shall
bear the risk of any loss or damages of the equipment and supplies till these
are finally taken over by Owner, the Contractor shall immediately replace /
repair the lost or damaged equipment and supply entirely at his cost
irrespective of the extent and/or the time of realization of claims by him from
the insurer / underwriter. (The Contractor shall at his own cost insure such
risk). However, wherever required the Contractor will be authorized by the
Owner to lodge and receive insurance claims from insurer of underwriter.

20.3 Total Responsibility


Notwithstanding the transfer of property in the materials and equipment
as aforesaid, the Contractor shall not be absolved from his
responsibility to execute the work in its entirety, as if the contract were
an entire and indivisible works contract.

20.4 Delivery of Supply Material


The Contractor shall be responsible for material and equipment
delivery, receipt and handling as well as the necessary inspection as to
their condition when received from suppliers including free issue
material supplied (if any) by the Owner. Damage claims and
replacement or repairs shall also be handled by the Contractor. It is in
the Contractor’s interest to order materials and equipment at the
earliest possible date since the Owner shall not be held liable for any
costs arising from the expedited shipment of materials or equipment
required to meet the project schedule.
20.5 For all contractor supplied material, contractor has to obtain owner’s
prior approval, Contractor has to submit a procurement file comprising
complete set of data sheets, specifications, QAP’s, vendor’s
documents, drawings and other related documents to Owner for
approval.

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20.6 Owner reserves the right to accept/reject any material at any stage as
per the tender documents.

21.0 Demurrage and wharfage - Deleted


22.0 Construction Equipment, Materials, Special Aids, Tools and Tackles,
Instruments, etc.
22.1 The Contractor has to arrange all necessary equipment, materials, special
aids, tools and tackles, instruments etc. for executing the Work successfully
at his own cost and risk. Such equipment etc. shall be subject to examination
and approval by Owner / Project Manager for the same being in good
operating condition. Any deficiency / discrepancies pointed out by the Owner /
Project Manager shall be immediately rectified, repaired or the equipment
replaced. The Owner shall not in any way be responsible for providing any
such equipment, machinery, tools and tackles, etc.

23.0 Bought-out Items


Wherever an item is specified in the instructions of the Owner for a particular
brand name / manufacturer / vendor, the specified item mentioned shall be for
establishing type, function and quality desired. Products of other
manufacturers shall be considered only if sufficient information is provided
along with the bid to assess the suitability of the product proposed as
equivalent for acceptance. However, the decision of Owner / Project Manager
shall be final and binding on the Contractor and the Contractor shall be
responsible for carrying out the instructions of the Owner / Project Manager at
its own cost and risk with no recourse to the Owner.

24.0
Omitted

25.0 Survey and Level

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25.1 Before the start of work or any part thereof, the Contractor’s and Project
Manager shall together survey and take levels of the site and decide all
particulars on which the survey is to be made, and on which the
measurements of the work are to be based. The Contractor shall plot such
particulars and after agreement the Project Manager shall sign the drawings.
25.2 The Contractor shall be entirely responsible for the horizontal and vertical
alignment, the level and correctness of every part of the work and shall rectify
any errors or imperfections therein. The Contractor at his own and risk cost
shall carry out such rectification, when the Project Manager issues
instructions to this effect.
25.3 The Contractor shall give the notice not less than 24 (Twenty-four) hours to
the Project Manager in writing of the work so that arrangements may be made
for checking the same. Work shall be suspended for such times as necessary
for checking lines and levels on any part of the work. The Contractor shall at
his own expense provide all assistance, which the Project Manager may
require for checking the setting out of works.

26.0 Quality Assurance System


26.1 The Contractor shall establish documents and maintain an effective quality
assurance system as outlined in specifications and shall submit the same to
Owner / Project Manager for approval. Quality plan / procedures shall be
furnished in the form of a QA manual. This document should indicate
organizational approach for quality controls and assurance of the works also
provide objective, verifiable evidence that they have carried out all activities
for the purpose followed and specifications as laid down in the bid document
and procedures. This document should cover details of the personnel
responsible for the Quality Assurance, Plans and Procedures to be followed
for quality control in respect of Detail Engineering, Design, Procurement,
Supply, Installation, Testing and Precommissioning, etc.
26.2 Quality Control Plans showing the details of all the activities to be examined
by Quality Control Department of the Contractor and also the activities which
are proposed to be inspected by inspection agency of the Contractor

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appointed with due approval of the Owner, and inspecting agencies


independently appointed by the Project Manager, along with the
documentation which shall be maintained and submitted to the Owner.
Quality Control should indicate the following details:
(i) Check Points/ measuring instruments with capacity / accuracy / range.
(ii) Quality control and Quality Assurance Organizational set-up proposed to be
deployed by the Contractor.
(iii) Procedure for test / calibration / maintenance of instruments / equipment.
(iv) Quality control and Quality Assurance Procedure in case a portion of work or
supply is being carried out by a sub-contractor / specialized agency.

27.0 Change in Law and Regulation, Subsequent legislation and War Risk
[GCC Clause 36 and 38]
No price variation on account of any Change in Tax Law or Regulation shall
be allowed except as provided for in Clause 44 of SCC. The impact of any
additional time for Completion due to a Change in Applicable Law as may be
allowed will be certified by the Project Manager and binding on the
Contractor. Notwithstanding the foregoing the Owner shall not bear any
liability in respect of:
i) Personal taxes on the personnel deployed by the Contractor, his sub-
contractors and Agents, etc.
ii) The Corporate Taxes or any Surcharge thereon in respect of Contractor, Joint
Venture/Consortium led by Indian Contractor (if allowed) and all of their Sub-
Contractors, Agents, etc. Indian or Foreign-based.

War Risks: (Clause 38) of GCC is superceded and deleted.

28.0 Deductions from the Contractor’s Bills


All amounts paid by the Owner to the private parties, statutory authorities on
account of damages caused by Contractor, shall be claimed by the Owner.
The Owner shall bill all such claims with relevant documents / vouchers so
that Contractor can verify / identify such claims. Contractor shall pay these

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claims within 15 days otherwise the Owner has the right to deduct from
Contractor’s bill of any other amount due to Contractor.
The Owner shall be entitled to deduct all its claims towards damages from the
amounts due to the Contractor, notwithstanding the fact that that the
Performance Security has not been fully exhausted.

29.0 Insurance
The contractor shall arrange, secure and maintain insurance at his own
expense for the insurance covers not specifically taken up by the owner and
the contractors’ quoted price shall be inclusive of all costs on account of
insurance liabilities covered under the contract. The contractor to note that the
beneficiary of insurance cover shall be owner.
Refer complete insurance details and procedure as per GCC clause 34.

30.0 Withholding, Accounting of Employees of the Contractor


Contractor shall agree for withholding from wages and salaries of its agents,
servants or employees or labours all sums, required to be withheld by the laws
of the India or any other agency having jurisdiction over the area where
Contractor is conducting operations, and to pay the same promptly and directly
when due to the proper authority. The Contractor further shall agree to comply
with all accounting and reporting requirements of any nation having jurisdiction
over the subject matter hereof and to confirm to such laws and regulations and
to pay the cost of such compliance. If requested by the Owner the Contractor
will furnish the Owner the evidence of payment of applicable taxes, in the
Country (ies) of the Contractor’s and his sub-contractor(s) and expatriate
employees.

31.0 Intellectual Property


31.1 Secrecy:
Neither the Owner nor the Contractor nor their personnel, agents nor any sub-
contractor shall divulge to any one (other than persons designated by the

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party disclosing the information) any information designated in writing as


confidential and obtained from the disclosing party during the course of
execution of the works so long as and to the extent that the information has
not become part of the public domain. This obligation does not apply to
information furnished or made known to the recipient of the information
without restriction as to its use by third parties or which was in recipient’s
possession at the time of disclosure by the disclosing party. Upon completion
of the works or in the event of termination pursuant to the provisions of the
Contract, Contractor shall immediately return to the Owner all drawings,
plans, specifications and other documents supplied to the Contractor by or on
behalf of the Owner or prepared by the Contractor solely for the purpose of
the performance of the works, including all copies made thereof by the
Contractor.

32.0 Adherence to Construction Codes


32.1 Rules and Regulations
Contractor shall observe and comply in addition to codes specified in
respective specifications, all national and local laws, ordinances, rules and
regulations and requirements pertaining to the work and shall be responsible
for extra costs arising from violations of the same. . Contractor shall and shall
ensure that its Subcontractors and their respective employees, servants,
consultants and agents abide by all Applicable Law, relating to the
performance of the Work and by all rules and regulations of those
Governmental Authorities who have control or jurisdiction over the Site
(including the timely payment of any and all fees, assessments, or other
governmental charges and registrations with relevant agencies or other
Governmental Authorities required in connection therewith) and with the terms
and conditions of any Authorisations.

Contractor represents that it is fully aware of all of the Applicable Laws, terms
and conditions of any Authorisations, business practices and plant rules and
regulations which must be complied with when performing the Work.

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Contractor shall furnish to Owner, promptly upon request, such information


concerning Contractor, its Subcontractors and their respective employees,
consultants, servants and agents as Owner may be required to furnish to any
applicable Governmental Authorities.

32.2 Procedures
Various procedures, method statements and inspection test plans to be
adopted by Contractor during the construction as required in the respective
specifications shall be submitted to the Owner in due time for approval. No
such activity shall commence unless approved by the Owner / Project
Manager in writing.
32.3 Field Superintendent / Construction Manager
Contractor shall have at all times during the performance of the work, a
competent Superintendent / Construction Manager on the premises. Any
instruction given to such Superintendent shall be construed as having been
given to the Contractor.
32.4 Inspection
The Owner reserves the right to inspect all phases of Contractor’s operations
including field and shop fabrication, equipment assembly, testing, packing
and load-out operations to ensure conformity to the specifications. The Owner
will have engineers, inspectors or other duly authorized representatives,
made known to the Contractor, present during progress of the work and such
Owner’s representatives shall have free access to the work at all times. The
presence or absence of Owner’s Representative does not relieve the
Contractor of the responsibility for quality control in all phases of the work. In
the event that any of the work being done by the Contractor or any sub-
contractor, it is found by Owner’s Representative to be unsatisfactory or not in
accordance with the drawings, procedures and specifications, the Contractor
shall, upon verbal notice (followed by a written notice as soon as practicable)
of such discrepancy or deficiency, take immediate steps to revise the work in
a manner to conform to said drawings, procedures and specifications.

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32.5 Erection and Installation


The Contractor shall carry out required supervision and inspection as per
Quality Assurance Plan and furnish all assistance required by the Owner in
carrying out inspection work during this phase. The Owner will have
engineers, inspectors or other authorized representatives present who are to
have free access to the work at all times. If an Owner’s Representative
notifies the Contractor’s authorized representative not lower than a foreman
of any deficiency, or recommends action regarding compliance with the
specifications, the Contractor shall make every effort to carry out such
instructions to complete the work confirming to the specifications and
approved drawings in the fullest degree consistent with best industry practice.

32.6 Contractor’s Equipment


The Contractor shall without prejudice to his responsibilities to execute and
complete the Work as per the specifications and time schedule, progressively
deploy construction equipment / tools and tackles as per provision of the bid
document and augment the same as decided by the Owner / Project Manager
depending on the exigencies of work so as to suit the construction schedule
and schedule completion date at no extra cost to Owner.

32.7 Communication Procedure


Contractor shall follow following communication procedure during execution
and implementation of contract period:
i) The Contractor shall correspond directly with the Owner for all contractual
matters with copy to Owner’s Representative / Project Manager / Construction
Manager.
ii) The Contractor will correspond directly with Owner’s Representative for all
technical matters including approvals of reports, drawing, specifications,
construction procedures, method statements, procurement and quality control
and progress monitoring, etc., with a copy to Owner.

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32.8 Contractor’s Key Personnel:


Detailed CV of key personnel, i.e. Project Manager, Construction Manager,
QA/QC Manager, HSE Manager shall be submitted along with the bid
document. In case of joint venture or consortium, the above mentioned key
personnel has to be from the joint venture/consortium partner qualifying for the
experience criteria under the pre-qualification criteria. The project manager
should have 10 yrs of experience and other key personnel should have
minimum 5 yrs of experience in construction of oil or gas pipeline.

Contractor has to submit the CVs of the key personnel as mentioned above
along with their bid offer. Failure to submit and get approved or mobilize the
key personnel at site shall entitle Owner to invoke its rights under this contract
including but not limited to sub-clause 41 and 42 of GCC.

33.0 Documentation

33.1 “As-Built””
The following documents shall be submitted in hard binder Document by the
Contractor in 7 (seven) sets, as a part of completion documents:
i) Welding Procedure Qualification Report
ii) Batch Test Certificate from manufacturers for electrodes
iii) Welder Qualification Report
iv) Radiographic Procedure Qualification
v) Radiographic Report along with radiographs (Radiographs only with
the original)
vi) Hydrostatic and other test results and reports
vii) Precommissioning / Commissioning checklist
viii) All other requirements as specified in the respective specifications
33.2 Following documents shall be submitted by the Contractor along with the
delivery of Materials at site :-
a) Inspection Release Note of TPIA
b) Material Test Certificates and Test Reports of Material

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c) Guarantee Certificates
d) Packing List
e) Delivery Challan
f) Commercial Invoice
g) Excise tax invoice
h) Approved Drawings and or Data Sheets

33.3 Contractor shall be responsible for Entry of goods in SAP .The Service entry
sheet for all the Goods /Invoices shall be done by contractor in SAP.

33.4 “As-Built Drawings”


In addition to GCC, Contractor shall submit the following “as-Built” Drawings
to the Owner / Project Manager.
i) One complete set of all original tracings of “as-built” drawings.
ii) One complete set of full size reproducibles of “as-built” drawings.
iii) One complete set of reduced size (279mm x 432mm) reproducible
copies of all drawings.
iv) One complete set of microfilm of all original drawings.
v) Six complete sets of reduced size (279mm x 432mm) prints.
vi) Six complete bound sets of Contractor’s specifications, if any, including
design calculations.
vii) Edited master video-tape (Ref. Clause No. 33.5).
viii) Soft Copy of all drawings (in CD).

33.5 Videotape:
Contractor shall develop and submit a video-tape recording of three hours
duration covering the construction activities in detail and cleanup showing the
nature and magnitude of the work. The tape shall be shot and edited to Indian
broadcast standards. Videotape recorded in field shall be shot by professional
camera operators and shall meet the technical standards of the Hi-8 format or
better. Tape shall cover, but not be limited to the following construction
activities:

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a) Mobilization of equipment / machinery


b) RoW cleaning / grading
c) Trenching
d) Stringing
e) Field Welding
f) Field Bending
g) Non-destructive testing
h) Joint coating
i) Rock blasting
j) Pipe laying
k) Back filling
l) River crossings
m) Rail / Road / Canal crossings
n) Hydrotesting
o) Pre-drying and Drying
p) Laying of optical fibre cable
q) Cathodic protection installation
r) Various construction and installations at sectionalizing valve stations
etc.
Videotape shall also have coverage on new/special techniques used in the
project and major problems encountered, if any, and the measures taken to
resolve them.
The tape shall be supplemented with suitable narration and subtitles
explaining the job, techniques and methodology, etc.
The video shall be prepared with English narration tracks. It shall be voiced by
professional narrators. The script shall include explanations of job activities,
techniques used methodologies, etc. Elements of the video programme
sequencing and editing techniques shall be discussed with Owner and
mutually agreed to before videotaping begins. Draft script shall be submitted
to Owner for approval before editing commences.

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Following completion of editing and review and approval of programme by


Owner, Contractor shall deliver edited master tape to plus size VHS-Format
copies of the programme.

34.0 Contract Documents


34.1 The Contractor shall maintain proper documentation. In case of misplacing of
inspection report / test certificates, if the Owner / Project Manager demands,
Contractor shall carryout once again all related tests at his own cost / time.

34.2 The Contractor shall keep at all sites, at least three copies of each and every
drawings, specifications and Contract Document in excess of his own
requirement and those copies shall be available at all times for use by the
Project Manager and by any other person authorized by the Project Manager,
who shall be provided an adequately sized site office or offices, for the safe
keeping and use of such documents, by the Contractor through out the
duration of the Contract.

35.0 Mobilization and Demobilization Costs are included in rates


35.1 The quoted lump sum for various items are deemed to have appropriately
catered for all mobilization, demobilization and all clearing of activities at all
the sites and no separate claim whatsoever is allowed. It shall be
responsibility of the Contractor to obtain the approval for any revision and/or
modifications decided by the Contractor from the Owner / Project Manager
before implementation. Also such revisions and/or modifications if
accepted/approved by the Owner / Project Manager shall be carried out at no
extra cost to the Owner. Any changes required during and/or after approval
for detailed construction drawings due to functional requirements or for
efficient running of system keeping the basic parameters unchanged and
which has not been indicated by the Contractor in the data / drawings
furnished along with the offer will be carried out by the Contractor at no extra
cost to the Owner. Contractor shall make all arrangements for preparing

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approaches and working area for the movement and operation of the
equipment. Levelling the areas for assembly and erection shall also be the
responsibility of the Contractor. The Contractor shall acquaint himself with
access availability, facilities such as railway siding, local labour etc. to provide
suitable allowances in his quotation. The Contractor may have to build
temporary access roads, at his own cost and risk, to aid his own work.
35.2 The Contractor shall not use any of the equipment or materials issued to him
by Owner for installation purposes or for laying temporary lines,
manufacturing erection aids, etc. Misuse of materials will entitle the Owner to
make deduction from the Contractor’s bill for such quantities that are misused
at the rates at which the OWNER has procured, transported and stored such
items.
35.3 In the event of a termination of the Contract before the full completion of the
Facilities, for whatsoever reason, no demobilization costs will be paid to the
Contractor unless it has been specifically provided for, in which case it shall
not exceed 2 (two) percent of the Contract Price.
35.4 The Contractor shall indicate separately mobilization and demobilization
charges for major equipments.
36.0 Construction Right of Use and Permits
36.1 The Owner shall be responsible for acquiring and providing Right of Use
(“RoU”) and Right of Way (“RoW”) of the Site under the Gujarat Water and
Gas Pipelines (Acquisition of Right of User in Land Act. The Contractor shall
be responsible for physical possession and all access to the Right of Use and
Right of Way, which it shall arrange to obtain at its own cost and risk . The
obligations of the owner of acquiring ROU shall be deemed to be discharged
in full upon publication of notification under section – 6 (1) of the Gujarat
Water and Gas Pipeline (Acquisition of Right of User in Land) Act. Any ROU
required subsequent to publication of 6(1) notification on account of any
reason whatsoever shall be the sole responsibility of the contractor which
shall be discharged by the Contractor at its own risk and costs.

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36.2 The Contractor at his own cost and initiative shall obtain all other permissions,
permits, clearances and licenses necessary for the execution of the work from
all relevant authorities. Insofar as any such permission, permit or license
required for the execution of the work by the Contractor, the same can only
be granted at the request or recommendation of the Owner, the Owner shall,
at the request of the Contractor, take all reasonable steps to assist the
Contractor to obtain or procure the same. The Contractor shall not, however,
be entitled to any additional compensation over and above the price accepted
in the Price Schedule for any hardship or increased cost caused by any
idleness, suspension or disruption of work or any other account whatsoever
as a result of the inability of the Contractor to obtain the permission(s),
permit(s), license(s) aforesaid to match with the progress of the work nor shall
the same constitute a ground for extension of time or delay.
36.3 The Owner shall endeavour to procure the said Right-of-Use for the pipeline
in accordance with the provisions of Gujarat Water and Gas Pipeline
(Acquisition of Right of User in Land) agreed at the commencement of the
work by the Contractor for the construction of the pipeline. If it is not possible
to procure the Right of use for a relevant section, the Contractor shall
commence the work in respect of section or sections wherever the Right-of-
Use is already available. If necessary, because of any problem or difficulty
concerning the Right-of-Use or the procurement thereof in any section or
sections (include due to the existence of any unforeseen or force Majeure
conditions covering at any location / section or sections of the pipeline Right-
of-Use), the Contractor shall within the scope of the work and without
entitlement to additional compensation therefore forthwith proceed to the next
possible point of its continuance, in respect of which Right-of-Use exists
and/or in which the construction work can be continued, and shall move in the
opposite direction, if necessary.
36.4 The Owner does not warrant that the Right-of-Use shall be suitable at all
locations for use and/or movement of vessels and mechanical and other
equipment of the Contractor, and the Contractor shall be responsible at his
own cost, risk and initiative to innovate at site and adopt suitable means to

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perform the work in any particular circumstances as may be encountered.


The Contractor shall not be entitled to any compensation beyond the Contract
Price for any hardship or increased cost caused by the pipeline being routed
in the tidal zone or adjacent to or across any pipeline, highway, road, dyke,
lake, river, stream, land and other water channel or course, swamp or mash,
telephones, telegraph and electric power lines, cables, poles and wires,
sewers, drains, embankments, cliffs or other obstacles whatsoever which may
physically or otherwise in any manner restrict or limit the use of Contractor’s
vessels, machinery or equipment or necessitate additional precautions and/or
works to lay the pipeline or necessitate the use of special methods of
construction and/or employment of manual processes, suspension of the
contract, all such contingencies and restrictive features being deemed to have
been recognized by the Contractor and provided for in the Contract Price.
36.5 The Contractor shall notify the Owner the probable date of commencement
of work at each Project site at least one (1) month in advance to enable the
Owner to provide assistance to the contractor in obtaining physical
possession of the site. Should the Contractor fail in such notification, the
Owner shall not be responsible for providing any such assistance.
36.6 The Owner shall likewise endeavour to procure the permits / licenses
required to be procured by the Owner under the Contract sufficiently in
advance to enable the Contractor to continue movement of the spread in the
same direction. Should, however, for any cause such permission / license not
be available in time to match the progress of the work, the Contractor shall
forthwith within the scope of work and without entitlement to additional
compensation therefore proceed with the work at the next possible point of its
continuance, including movement of the spread in the opposite direction, if
necessary.
36.7 Not more than 2 (two) spreads for construction activity be provided at one
point in time. The length of the workable front provided at one time will not
be more than 5 kms. The front provided can be anywhere within the start to
end points. Backfilling has to be completed within 2 (two) months of
opening of the RoU by the Contractor. If the backfilling is not completed

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within two months and or re-excavation is required to be done for reasons


attributable to the contractor, any additional compensation or damage shall
be to the account of the Contractor. The Owner will normally provided RoU
of 20 metres width, but restricted (width-wise) RoU can be given under
special local circumstances for which the contractor shall not claim any
additional cost or time. While excavating the contractor shall ensure the
segregation of the fertile layer of top 6-10 inches as evident and store it
separately. After the backfilling is completed the segregated top soil shall
be spread evenly and land be restored back in original position and to full
satisfaction of the government authorities and land owners/ occupiers. Any
claim on account of loss in fertility because of any failure to segregate top
soil and restore it properly for any reasons whatsoever shall be on account
of the contractor. Any compensation required to be paid by the owner over
and above, the land and crop compensation determined by the Competent
Authority, shall be the sole responsibility of the contractor. The Contractor
hereby agrees to indemnfy the Owner for any liability arising out of
payment of such additional compensation.
36.8 All damages arising out of reasons attributable to construction outside the
RoU will be the responsibility of the Contractor and it will indemnify the
Owner for any damages or liability suffered by the Owner due to the
Contractor’s negligence or default. If on account of continuous representation
of the villagers it is found that the contractor has not compensated the
villagers for the same, it shall be settled by the Owner and recovered from the
Contractor. Owner has acquired RoU / RoW as per provisions of Gujarat Gas
& Water Pipeline (RoU) Act and all compensation rightfully due and as per
provisions of the Act shall be paid. However, any additional payment is
required to be paid due to unforeseen reasons and in the interest of project,
same shall be done by Contractor. No delay shall be acceptable on account
of this and charges, if any, required to be paid shall deemed to be included in
the Contract Price.

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Costs for the restoration are included in Price, the cost of any additional
damage will be borne by the Contractor, including without limitation, the
following:
• All damage to drainage systems, wells, pipes, tubes, cables and all forms
of surface and underground obstacles, whether or not reported in the
documents of the Agreement;
• All surface and underground subsidence;
• Damage resulting from the closing of entries to Constructions;
• Drinking trough or grasslands or resulting from the straying of cattle due to
a nonconformity on the part of the Contractor;
• Damage caused by the hindering or disruption of works executed by other
contractor on or in the vicinity of the Construction Site, whether or not
requested by the Owner.
• Damages, losses and costs arising on account of suspension of the
Contract by the Owner.
• Loss of crops and any other damage due to the exceeding of the period of
occupation (as specified in technical specification) per section of the line.
All direct or indirect damages, such as structural damage and damage to
crops outside the limits of the working strip shall be borne by the Contractor,
without limitation, irrespective of the cause. The following cases are
mentioned in particular, but this list is not limitative:
• The damage caused to adjoining areas, to the occupiers and/or owners of
the land or the substratum, as well as to the Constructions and
installations that are located there, on which or in which or in the vicinity of
which the Works are being executed.
• The damage caused to cultivated crops and vegetation due to a lowering
of the water level. The Contractor shall inform the OWNER without delay
whenever he exceeds the limits of the worksite.

The Contractor in the presence of the OWNER’S REPRESENTATIVE will


assess the damage caused. The CONTRACTOR will make immediate

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payment to the rightful claimants. Owner can make payments provided


however, this compensation will automatically be deducted from the running
bills of the Contractor.
All direct or indirect damages, such as structural damage and damage to
crops outside the limits of the working strip shall be borne by the Contractor,
without limitation, irrespective of the cause. The following cases are
mentioned in particular, but this list is not limitative:
• The damage caused to adjoining areas, to the occupiers and/or owners of
the land or the substratum, as well as to the Constructions and
installations that are located there, on which or in which or in the vicinity of
which the Works are being executed;
• The damage caused to cultivated crops and vegetation due to a lowering
of the water level. The Contractor shall inform the OWNER without delay
whenever he exceeds the limits of the worksite.

The Contractor in the presence of the OWNER’S REPRESENTATIVE will


assess the damage caused. The CONTRACTOR will make immediate
payment to the rightful claimants. The Owner can make payments, provided
however, this compensation will automatically be deducted from the running
bills of the Contractor.

36.9 The liability of the Owner with respect to RoU shall be completed upon
publication of notification under section – 6(1) of the Gujarat Water and Gas
Pipeline (Acquisition of Right of User in Land) Act. All work related to physical
RoU acquisition viz. local liaison and interface shall be the responsibility to the
account of the Contractor. For RoU across various crossings and statutory
permissions all coordination with agencies shall be done by the Contractor.
36.10 All temporary facilities and relocation of utilities and other facilities will be
done by the Contractor at his own cost and risk.
36.11 The Contractor shall be responsible for restoring the Right of Use and Right
of Way and obtaining the relevant No Objection Certificates within a

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reasonable time. If the refundable deposits cannot be regained by the Owner


on account of non-satisfactory restoration by the Contractor, then the Owner
shall recover such deposits from the Contractor. If any deductions are made
or penalties imposed on the Owner due to unsatisfactory restoration work
then the Contractor shall reimburse the Owner forthwith.
36.12 The Contractor shall inform the Owner about any obstacles, utilities,
crossings which were not covered in the Alignment Engineering and for which
Right of Way / Use permission needs to be obtained by the Owner, well in
advance, not later than 15 days from the date of issue of the Letter of
Acceptance. The Owner shall not be responsible for any delays if such issues
are not raised within the time-frame mentioned above and the Contractor
shall be responsible for executing the work at its own cost and risk.
36.13 The Contractor shall carry out a detailed review and soil investigation of the
Site and the Alignment and the Owner shall not be responsible for any Site
related data or features which may impact the construction of the pipeline and
the Contractor shall be responsible for executing all the works at its own cost
and risk without any recourse to Owner.

36.14 All statutory permits and clearances related to the construction activity (not
related to the ownership and operation of the pipeline) and new ROU required
to be acquired on account of any reason whatsoever shall be procured by the
Contractor at its own cost and risk.

37.0 Compensation for Idle Time


The Owner shall make every reasonable effort to have right-of-use available
so as not to delay construction of pipeline. No idle time payments shall
however be made or claimable under any circumstances.

38.0 Owner Supplied Materials


There shall be no Owner Supplied Materials from the Owner under this
Contract other than those indicated in the scope of work document (Refer vol
IB).

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The ownership of such Owner Supplied Material shall remain with the Owner
and the Contractor shall be in possession of the same for the purposes of the
Contract, merely as a trustee of the Owner.

39.0 Excess Material and Scrap


39.1 For the purpose of this clause surplus material means materials mentioned in
Price Schedule IA and IB, .These Surplus material shall be handed over to
the Owner by the Contractor with the complete list of Material and
reconciliation statement of material as per clause 31.3 of GCC above.
39.2
In case of main line pipes contractor has to take care of all wastages, etc.
The final length calculation for main pipeline shall on the basis of final pipe
weld book chainage certificate. The Contractor shall return all the servicable
balance material to Owner as per Clause 39.1 of GCC above. All cut pieces
of pipe measuring in length more than 2 m when returned to Owner’s storage
points after machine bevelling, shall be considered as serviceable material.

All cut pieces of pipe measuring in length less than 2 m shall be considered
as scrap and not taken back by Owner. Maximum 0.25% of main pipeline
length (calculated as per procedure mentioned aforesaid) shall be allowed as
scrap.

In case the Contractor exceeds the limits of allowances of scrap mentioned


above or fails to return any unused/ surplus material, then recovery for such
quantities at the rate of 125% of the landed cost of material shall be effected
from the Contractor’s bill(s) or from any other dues of the Contractor to the
Owner.

39.3 Repair of Pipe Defects


All repairs of pipe shall be carried out as per specifications. All defective pipes
shall be replaced during the Defects Liability Period without any limit on the
quantum of the liability on the Contractor.

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40.0 Plans, Designs, Drawings by Contractor


40.1 The Contractor shall be responsible for the Detailed Engineering of the
Project.
40.2 The Contractor shall, within the scope of his work, prepare detailed working
and other plans, drawings and designs required for or in connection with the
performance of the work or selection, procurement of making of any supply,
and these plans/drawings shall be approved by the Owner / Project Manager
before the Contractor can commence with the performance of the relative
work or with making the relative supply.
40.3 The Contractor shall within the scope of his work also carry out investigative
and design studies and prepare detailed design for the various materials and
works covered in the Contract Documents. Such detailed designs along with
referred codes, standards and practices, back-up calculations, and other
details on basis of which the designs have been prepared shall be subject to
the Owner’s approval. Detailed working drawings and material specifications
shall be prepared and established on the basis of the approved design(s) and
shall also be subject to the Owner’s approval.
40.4 Where the Contractor shall be required under the Contract to prepare or
furnish any plan(s), drawing(s), design(s) or specification(s) or other items for
thing in respect of the work or any particular work and/or supplies or any
particular supply, the Contractor shall within 30 (thirty) days (or such other
period as the Project Manager may prescribe in this behalf) on receipt of
Letter of Acceptance of Bid or not less than 60 (sixty) days before the
proposed date of commencement of the relative work or supply, whichever
shall be earlier, submit to the Project Manager or other authority specified by
the Owner in this behalf for approval the relative plan(s) / drawing(s) /
design(s) / specification(s) / or item(s) or thing(s) concerned. The Owner /
shall be entitled at any time to suggest any amendment(s) or modification(s)
in the plans / drawings and/or specifications and the Contractor shall
thereupon either convince the Owner / Project Manager of the non necessity
in whole or part of such amendment or modification or shall implement the
same and shall cause the plan(s)/drawing(s)/ design(s) / specification(s) or

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item(s) or thing(s) concerned to be accordingly amended, provided that no


such approval of or amendments / modifications in the plans / drawings /
designs / specifications by or suggested by the Owner / Project Manager shall
in any way absolve the Contractor of any of his obligations, responsibilities or
liabilities under the Contract, inclusive of an relative to the utility and suitability
of the Contractor(s) plans / drawings / designs / specifications or items or
things concerned in or for the relative work(s) or supply and fulfillment of all
specifications and performance and other guarantees of the consequent
works/supplies, any such approval or suggestion by the Owner / Project
Manager as aforesaid being intended only by way of assistance to the
Contractor and prima facie satisfaction of the Owner without any attendant
liability upon the Project Manager / Owner in this behalf and without any
estoppel against the Owner from assenting that notwithstanding such
approval, the plan, drawing, design, specification or other items or thin
approved and any resultant works or supply were faulty and/or not in
accordance with the contractual requirements. For abundant caution, it is
expressly clarified that Contractor shall be responsible for any discrepancies,
errors or omissions in any drawings, specifications, plans, designs, etc. and
other particulars supplied by it whether or not such drawings, specifications,
plans, designs, and particulars have been approved by Owner. If errors,
omissions, ambiguities, inadequacies or other defects are found in any
drawings, specifications, plans, designs, etc, they and the Work shall be
corrected at Contractor’s cost and expense notwithstanding any consent or
approval or deemed consent or deemed approval of Owner. Contractor shall
not depart from any approved drawings, specifications, plans, designs, etc
unless consented to in writing in advance by Owner. Any consent or approval
or deemed consent or deemed approval of Owner shall in no way relieve
Contractor of his obligations under the terms and conditions of this Contract
or give rise to any liabilities for the Owner.

40.5 The Contractor shall furnish seven (7) prints each of the drawings for
approval of the Project Manager.

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40.6 The Contractor shall not permit any work to be done or any material to be
supplied or fabricated or manufactured at variance with drawings, designs,
specifications reviewed / approved by the Project Manager / Owner as the
case may be and / or as amended or modified. The reviewed / approved
drawings may be released to the Contractor for fabrication / installation
progressively.
40.7 Unless otherwise required at least 3 (three) sets of direct reading
reproducibles no lower in quality than auto positive of extra thin paper able to
produce class legible prints (the reproducibles to be submitted in roll forms)
and 3 (three) sets of prints of all approved plan, drawings, designs,
specifications prepared by the Contractor, together with similar sets of the
reproducibles and prints of all revisions / amendments / modifications therein
shall be lodged with the Project Manager for the record of the Owner, such
sets of plans, drawings, designs, specifications to be signed by the Contractor
and to indicate thereon the number and date of each revision/amendment
and of the communication of the Project Manager for the approval thereof by
which the approval was given.

41.0 Drawings To Be Supplied By The Owner


41.1 The drawings accompanying the bidding documents are indicative of nature
of work and issued for tendering purpose only. Purpose of these drawings is
to enable the bidder to make an offer in line with requirements of the Owner.
However, no extra claim whatsoever shall be entertained for any variation in
the “For Construction” and “Tender Drawings” regarding any changes / units.
Construction shall be as per drawings / specifications reviewed by the Project
Manager during the course of execution of work. The Contractor shall be
responsible to ensure the adequacy of all drawings supplied by the Owner or
the Project Manger without any recourse to the Owner.
41.2 Copies of all detailed working drawings relating to the works shall be kept at
the Contractor’s office on the site and shall be made available to the Project
Manager at any time during execution of the Contract. The drawings and

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other documents issued by the Owner / Project Manager shall be returned to


the Owner on completion of the works.
41.3 The Owner shall be supplying drawings to the Contractor as specified in the
Technical specifications.

42.0 Registration of the Contract with Statutory Authorities


42.1 Within 30 (thirty) days of execution of the Contract Agreement, the
Contractor shall register themselves and the Contract at their own cost with all
relevant Governmental Authorities and as may be required pursuant to
Applicable Law, including without limitation, the Reserve Bank of India,
Income Tax authorities and Sales Tax authorities. . The Contract Price shall
be deemed to include all costs towards the same. A copy of all documents
related to all such registration shall be submitted to the Owner for record.

43.0 Statutory Approvals


43.1 The approval from any Government/ statutory authority required as per
applicable law of Central/State Government shall be the Contractor’s
responsibility unless otherwise specified in the bid document. The relevant
authorities along with copies of required certificates complete in all respects
shall be prepared and submitted by the Contract well ahead of time so that
the actual construction / commissioning of the work is not delayed for want of
the approval / inspection by concerned authorities. The inspection of the
works by the authorities shall be arranged by the Contractor and necessary
coordination and liaison work in this respect shall be the responsibility of the
Contractor.
43.2 The Contractor shall carry out (free of charge) any change / addition required
to be made to meet the requirements of the government/ statutory authorities.
The inspection and acceptance of the work by government/ statutory

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authorities shall however, not absolve the Contractor from any of his
responsibilities under this Contract.
44.0 Price Variation or Escalation
Notwithstanding anything contained in this Agreement the Contract Price shall
be deemed to be firm and valid for the entire duration of the Contract till the
completion of works and the performance tests, and shall not be subject to
any adjustment due to increase in price of materials, utilities, or any other
input for performance of work or due to any delays foreign exchange
fluctuations or escalation on any ground whatsoever except as provided in
Clause 8 of SCC and in this Clause 44 of SCC.
The Contract Price may be varied due to an agreed Change Order being
agreed as per provisions of this Agreement, provided the total quantum of
such Change Orders to be issued under this Agreement shall not exceed the
initially agreed Contract Price by fifteen (15) percent beyond which the Owner
retains the right to obtain competitive offer for such additional works.
The Contract Price may be varied due to situations giving rise to Change in
Tax Law as defined in GCC arising between the date of bid submission and
the Scheduled Completion Period with respect to supply of services and
goods under the contract other than Contractor Equipment. The Indirect
Taxes that shall be considered for Change in Tax Law shall be limited to the
following taxes leviable on the direct transaction between the Contractor and
the Owner unless specified otherwise below:
• State and Central Sales Tax/VAT/Works Contract Tax under
•Service tax (other than GSPL service tax)• Excise Duty (CENVAT) (levied in
India on the manufacturer of the Plant and Equipment, regardless of whether
the Contractor is the manufacturer or has procured the goods from a
manufacturer). This is however subject to the Contractor issuing appropriate
documents enabling the Owner to claim credit of such duties.
The total quantum of such increases allowed under variation of Indirect Taxes
shall not exceed 2% of the initial agreed Contract Price and shall be certified
by an Independent reputed firm of Chartered Accountant acceptable to the
Owner.

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Further, such variation shall be made only in respect of taxes ( both nature and
quantum) originally factored by the Contractor in their initial bid offer, unless the
tax sought to be recovered is a new tax arising on account of Change in Tax Law
which was not in force on the date of bid submission.

No variation shall be allowed on account of any taxes applicable outside


India.
The Contract Price shall be inclusive of all deductions of taxes and duties and
all applicable statutory deductions to be made from the payments.
In case of an agreed change order, the contractor shall be reimbursed for the
material supply and labour charges as per actual P.O along with a mark-up of
10%.
45.0 Site Cleaning
45.1 The Contractor shall take care for cleaning the Site from time to time for easy
access to the site and also from safety point of view. All such work shall be
carried out by the Contractor at its own cost and risk.
45.2 The Site should be always kept cleaned up to the full satisfactions of the
Project Manager. Before handing over the entire facilities or a part thereof to
the Owner, the Contractor in addition to other formalities to be observed as
detailed in the document shall clear the site to the full satisfaction of the
Project Manager and the Governmental Authority having jurisdiction over it.
The Contractor shall obtain no-objection certificate from the affected
landowner / interested party.
45.3 Uprooting of trees on RoU / RoW : All trees are required to be uprooted in full
and re-planted at locations / areas identified by Owner.

46.0 Contract Agreement


46.1 Contract documents for agreement shall be prepared within thirty (30) days
after the issuance of the Letter of Acceptance of bid. Until the final contract
documents are prepared and executed this bid document together with the
annexed documents, modification, deletions agreed upon by the Owner and
Bidder’s acceptance thereof shall constitute a binding contract between the

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successful bidder and the Owner based on terms contained in the aforesaid
documents and the finally submitted and accepted prices.
46.2 The Contract Document shall include the following:
a) Original bid documents issued with its enclosures.
b) Addendum / Corrigendum to bid documents issued, if any.
c) The notification of acceptance of bid.
d) Final accepted bid together with all clarificatory official correspondence.
e) The detailed Letter of Acceptance.

47.0 Abnormally High Unit Rates


47.1 For the computation of the financial effect of any Change Order, if the rate for
any item is more than 20% (twenty percent) of the estimated rate of OWNER,
then it will be treated as abnormally high unit rate items. Payment to
Contractor for items with abnormally high unit rates shall be limited to the
contracted quantities. In case, the executed quantities exceed the contracted
quantities, Contractor shall be paid on the basis of Contract unit rates or
market rates, whichever is lower. The decision of the Project Manager shall
be final and binding.

48.0 Terms of Payment


48.1 Payment shall be made monthly on the basis outlined in Section V.
The Contract Price shall be paid in monthly payments as set forth in
Section V upon the satisfaction of payment terms specified therein and
upon the presentation by Contractor of an invoice for the relevant amount
of payment (together with such documents as are required in respect
thereof as set forth in Section V ).
48.2 The Owner shall if so communicated in writing by the Consortium Leader,
make payments to the individual consortium partner against supporting
individual invoices of each individual consortium partner submitted by the
Consortium Leader, in accordance with this Contract. The Parties
expressly agree that any payments made by the Owner to the consortium

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partners in accordance with the aforesaid invoices or instructions shall


discharge the Owner of all liabilities in respect of the said invoices.

49.0 Crossings
49.1 HDD Crossings :
Refer Technical specification and data sheets of HDD for quantity.
Necessary permits and approvals from the government / statutory authorities
to be obtained by the Contractor for carrying out work on crossings.
If any additional land is required to execute river crossings / any crossing,
Contractor shall obtain the same at his own risk and cost.
49.2 Crossings :
Refer Technical specification and data sheets of for crossings details.
49.3 In the event of any contradiction, of any methodology and cover over the
pipeline at the crossings, the requirements of the Govermental Authorities
shall prevail and shall be binding on the Contractor.

50.0 Brick Kiln area


There are areas along the RoU where mining / muck for brick kilns are
undertaken.
Contractor shall identify these areas and take special precautions for burial of
pipeline along these locations.
The depth of burial is anticipated to be 3-4 metres from the graded RoU /
RoW.

51.0 Owner Third Party Inspection Agency


51.1 Contractor is required to employ Third party inspection agency (TPIA) for
inspection, witnessing tests and certification of works at Contractor’s work
centres for procurement of line pipes, coating of line pipes, equipment
manufacturing, all supplies, etc. Contractor shall employ only one Third
Party Inspection Agency (“TPIA”) for the same.

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51.2 Owner reserves the right to employ his own TPIA as indicated in the
subsequent sections.
51.3 Owner will appoint an independent TPIA for construction of total pipeline.
51.4 Owner reserves the right to appoint an agency(ies) for quality surveillance
during the time of production and supply of major items.
51.5 Owner/ Owner’s representative reserves the rights of unlimited access for
audit and inspection at Contractor, sub-contractor / vendor’s plants / work
sites at any stage during the Project.
51.6 First day production and quality checks shall be carried out in presence of
Owner / Owner’s representatives / TPIA.
51.7 EPC Contractor shall ensure that TPI inspectors have sufficient experience
and qualification to fulfil the inspection of specified items. EPC contractor
shall submit the CVs of proposed personnel before putting them on to the job.
The Contractor shall give the Owner not less than 3 (three) working days for
its approval.
51.8 Inspection and test plans (ITP) are to be developed for all items of supply and
items of construction as per his QA/QC plan by Contractor and submit the
same to Owner for his review / approval within fifteen (15) days after award of
work. Owner will review the ITPs and approve the same for implementation in
the work.

52.0 HAZOP Studies


52.1 HAZOP study is required to be carried out by the Contractor after completion
of respective design and detailed engineering.
52.2 HAZOP is required to be carried out by an independent competent agency
with the participation of the Contractor, Owner and Owner’s representative.
52.3 HAZOP shall be carried out in the presence of a “HAZOP Chairman”. The
credentials of the HAZOP chairman shall be approved by the Owner before
he is appointed. Alternately, Owner reserves the right to appoint an
independent HAZOP chairman.

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52.4 The venue and schedule of carrying out the HAZOP shall be mutually
discussed between the Owner and Contractor and the HAZOP study shall be
carried out as per the agreed procedure.
52.5 All expenses like HAZOP chairman’s fees, documentation, administration of
the HAZOP study including preparation of HAZOP report shall be at the cost
and risk of the Contractor.
52.6 Any additions / revisions to the engineering arising out of the HAZOP study
including revisions to documents, procurement, supply, installation and
testing shall be borne by the Contractor at no additional cost to the Owner.
52.7 HAZOP study shall be carried out and the related activities shall be
completed in all respects not later than the physical completion.

53.0 Documents to be submitted by Contractor


The following documents shall be submitted by the Contractor within 21
(twenty-one) days of the Effective date for Owner’s approval :
(a) Planning basis including the CPM/PERT network diagram for the entire
Project, weightage factors, reporting formats, etc.
(b) Quality Plans / Inspection and Test Plans
(c) Execution Methodology
(d) Health, Safety and Environment Management Plans
54.0 Community welfare
Community welfare, if any, shall be taken care of, by the Contractor enroute,
at the time of construction other than for RoU activities and crop
compensation, which shall be paid by Owner directly to the respective land
owners.

55.0 Prior intimation


Prior information is to be given by the Contractor to the relevant Government/
Statutory Authorities before starting new activities (including tree cutting).

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56.0 Demonstration of plough


Contractor to demonstrate once, that mechanised plough of tractor will not
impact the pipeline in the trench after it has been backfilled to the concerned
authorities, if requested.

57.0 Calibration
Calibration of all equipment and instruments shall be included in the lump
sum price at no extra time and cost effect to the Owner. Along with the same,
relevant documents including third party witness reports shall be provided to
owner.

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SECTION VI

TERMS & PROCEDURES OF PAYMENT

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Price Schedules
General
The Price Schedules are divided into separate Schedules as follows:

Schedule No. 1A Plant and Equipment Supplied from within India


Schedule No. 1B Onshore services
Schedule No. 2 Installation and Construction Services
Schedule No. 3 Mandatory Spares supplied from India
Schedule No. 4 Grand Summary (Schedule Nos. 1 to 3)

The Price Schedules do not generally give a full description of the plant and
equipment to be supplied and the services to be performed under each item.
Bidders shall be deemed to have read the Technical Specifications and other
sections of the bidding documents and reviewed the Drawings to ascertain the full
scope of the requirements included in each item prior to filling in the rates and
prices. The entered rates and prices shall be deemed to include for the full scope as
aforesaid, including overheads and profit.

If bidders are unclear or uncertain as to the scope of any item, they shall seek
clarification in accordance with the Instructions to Bidders in the bidding documents
prior to submitting their bid.
Pricing
The Lump sum price quoted as per Schedule 4 shall be considered for evaluation
and award. The total payment shall be made accordingly.
Prices shall be filled in indelible ink, and any alterations necessary due to errors, etc,
shall be initiated by the Bidder.

AS SPECIFIED IN THE BID DATA SHEET AND SPECIAL CONDITIONS OF


CONTRACT, PRICES SHALL BE FIXED AND FIRM FOR THE DURATION OF THE
CONTRACT.
Bid prices shall be quoted in the manner indicated and in the currencies specified in
the Instructions to Bidders in the bidding documents.

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For each item, bidders shall complete each appropriate column in the respective
Schedules, giving the price breakdown / details as indicated in the Schedules.

Prices given in the Schedules against each item shall be for the scope covered by
that item as detailed in the Technical Specifications, Drawings or elsewhere in the
bidding documents.
Where there are errors between the total of the amounts given under the column for
the price breakdown and the amount given under the Total Price, the former shall
prevail and the latter will be corrected accordingly. Where there are discrepancies
between amounts stated in figures and amounts stated in words, the amounts stated
in words shall prevail.
Payments will be made to the Contractor in the relevant currency (Indian Rupee)
indicated in the Bid Documents after making all statutory deductions, as permitted by
Indian Laws.
Items left blank will be deemed to have been included in other items.
When requested by the Owner for the purposes of making payments or part
payments, valuing variations or evaluating claims, or for such other purposes as the
Owner may reasonably require, the Contractor shall provide the Owner with a
breakdown of any composite or lump sum items included in the Schedules.
The sizes of plots for the stations and the sizes and details of the buildings given in
the drawings are indicative only and may change during detailing stage. The prices
quoted by the Bidder shall accommodate any variation as mentioned in SCC.

3.1 Appendix 1. Terms and Procedures of Payment

In accordance with the provisions of GCC Clause 11 (Terms of Payment), the Owner
shall pay the Contractor in the following manner and at the following times, on the
basis of the Price Breakdown given in the section on Price Schedules. Payments will
be made in the currencies quoted by the Bidder unless otherwise agreed between
the parties. Applications for payment in respect of part deliveries may be made by

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the Contractor as work proceeds. Contractor’s monthly RA bills shall be paid by


Owner within 30 working days of submission of certified invoice.
Operational Certificate shall be replaced by Provisional Acceptance Certificate if
Operational Certificate cannot be issued.

Payment Procedures

The procedures to be followed in applying for certifying and making payments shall
be based on the final agreed schedule and method of payment agreed between the
owner and the contractor based on the percentages indicated below, after deducting
security deposit at the rate of 10% against each bill.

Mobilization Advance can be availed if desired by the contractor. The maximum


amount of Mobilization Advance shall be 10% of total contract price. Mobilization
Advance shall bear interest of 10% p.a.The Mobilization Advance shall be recovered
proportionately from each RA Bill. The interest amount shall be adjusted from the
RA Bill payments.
Sl. No Details Payment
Percentage
1. RESIDUAL ENGINEERING (in Schedule – 2)
1. On approval of all drawings 80%
2. On submission of ‘As-Built’ drawings 10%
2. SUPPLIES (in Schedule – 1A)
1. Receipt and Inspection/Verification at Site 80%
2. On Mechanical Completion 10%
3. ERECTION, INSTALLATION, TESTING AND
COMMISSIONING (in Schedule – 2)
a) Pipeline Laying
1. Earthwork, Pipe-Laying & Backfill on pro-rata for a
70%
minimum length of five (5) kms.

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2. OFC in HDPE Pipe Laying & Jointing on pro-rata


for a minimum length of five (5) kms.
3. Temporary CP System on erection and
installation
4. Permanent CP System on erection and
installation
5. On mechanical completion for the items 1, 2 and 10%
3 above
6. On testing and commissioning for the items 1, 2 10%
and 3 above
b) HDD
1. On mobilization of rig and String Preparation 20%
including Welding, NDT, Hydrotesting.
2. On completion of River Crossing including Pulling, 50%
Inspection, CP.
3. On completion of Post Installation Hydrotest and 10%
Drying
4. On testing and commissioning of total pipeline 10%
along with HDD
c) Civil / Structural
On completion of Filling / leveling etc 10%
On completion of compound wall 10%
On completion of equipment and piping 15%
foundations
On completion of roads 5%
On completion of building sub-structure 10%
On completion of building super-structure 15%
On completion of building finishing 15%
On completion of commissioning and stability 5%
certificate
On weathering one monsoon 5%

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d) Mechanical works at stations


1. On completion of Erection and Installation 80%
2. On completion of testing and commissioning 10%
e) Electrical & Instrumentation (including fire and
gas detection system)
1. On completion of Erection and Installation 70%
2. On Completion of System Integration and 20%
commissioning of pipeline
f) SCADA, RTU and Telecom
1. On completion of Erection and Installation of 20%
SCADA and RTU
2. On completion of Erection and Installation of 30%
Telecom
3. On completion of system integration and 40%
commissioning of pipeline
g) Services and Mandatory Spares / Items
On receipt and inspection / verification at site 100%
(1B, 2 and 3)
4. On Final Operational Acceptance Certificate 10% (on Contract
Price excluding
Mandatory Spares)
5. The amount held towards security deposit
shall be refunded along with the final payment
and/or contract close out as mentioned in Sl.
No. 4 above after deducting LD if any.

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Padamla Godhara Pipe Line Project GSPL/TS/110/001
Gujarat State Petronet Ltd SECTION – VII (COP) Rev 0

SECTION VII

CHANGE ORDER PROCEDURES

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Change Order Procedures


CONTENTS

1. General 202
2. Change Order Log 202
3. References for Changes 202

ANNEXES

Annex 1 Request for Change Proposal 204


Annex 2 Estimate for Change Proposal 206
Annex 3 Acceptance of Estimate 208
Annex 4 Change Proposal 209
Annex 5 Change Order 213
Annex 6 Pending Agreement Change Order 215
Annex 7 Application for Change Proposal 217
Annex 8 Waiver / Deviation Permit format 218

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General

This section provides samples of procedures and forms for implementing changes
in the Facilities during the performance of the Contract in accordance with GCC
Clause 39 (Change in the Facilities) of the General Conditions of Contract.

Change Order Log

The Contractor shall keep an up-to-date Change Order Log to show the current
status of Requests for Change and Changes authorized or pending, as Annex 8.
Entries of the Changes in the Change Order Log shall be made to ensure that the
log is upto date. The Contractor shall attach a copy of the current Change Order Log
in the monthly progress report to be submitted to the Owner.
References for Changes

- Request for Change as referred to in GCC Clause 39 shall be serially


numbered CR-X-nnn.

- Estimate for Change Proposal as referred to in GCC Clause 39 shall be


serially numbered CN-X-nnn.

- Acceptance of Estimate as referred to in GCC Clause 39 shall be serially


numbered CA-X-nnn.

- Change Proposal as referred to in GCC Clause 39 shall be serially


numbered CP-X-nnn.

- Change Order as referred to in GCC Clause 39 shall be serially numbered


CO-Xnnn.

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Note: (a) Requests for Change issued from the Owner’s Home Office and the
Site representatives of the Owner shall have the following respective
references:
Home Office CR-H-nnn
Site CR-S-nnn

(b) The above number “nnn” is the same for Request for Change,
Estimate for Change Proposal, Acceptance of Estimate, Change
Proposal and Change Order.

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Annex 1
Request for Change Proposal (Owner’s Letterhead)

To: [Contractor’s name and address] Date:

Attention: [Name and title]

Contract Name: [Contract name]


Contract Number: [Contract number]

Dear Ladies and/or Gentlemen:

With reference to the captioned Contract, you are requested to prepare and submit
a Change Proposal for the Change noted below in accordance with the following
instructions within [number] days of the date of this letter[or on or before (date)].

1. Title of Change: [Title]

2. Change Request No./Rev.: [Number]

3. Originator of Change: Owner: [Name]


Contractor (by Application for Change Proposal No. [Number]1:

4. Brief Description of Change: [Description]

5. Facilities and/or Item No. of equipment related to the requested Change:


[Description]

6. Reference drawings and/or technical documents for the request of Change:

Drawing No. / Document No. Description

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7. Detailed conditions or special requirements on the requested Change:


[Description]
8. General Terms and Conditions:
- Please submit your estimate to us showing what effect the requested
Change will have on the Contract Price.
- Your estimate shall include your claim for the additional time, if any, for
completion of the requested Change.
- If you have any opinion negative to the adoption of the requested Change
in connection with the conformability to the other provisions of the
Contract or the safety of the Plant or Facilities, please inform us of your
opinion in your proposal of revised provisions.
- Any increase or decrease in the work of the Contractor relating to the
services of its personnel shall be calculated.

- You shall not proceed with the execution of the work for the requested
Change until we have accepted and confirmed the amount and nature in
writing.

(Owner’s Name)

(Signature)

(Name of signatory)

(Title of signatory)

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Annex 2
Estimate for Change Proposal (Contractor’s Letterhead)

To: [Owner’s name and address] Date:

Attention: [Name and title]

Contract Name: [Contract name]

Contract Number: [Contract number]

Dear Ladies and/or Gentlemen:

With reference to your Request for Change Proposal, we are pleased to notify you of
the approximate cost of preparing the below-referenced Change Proposal in
accordance with GCC Sub-Clause 39.2.1 of the General Conditions of Contract. We
acknowledge that your agreement to the cost of preparing the Change Proposal, in
accordance with GCC Sub-Clause 39.2.2, is required before estimating the cost for
change work.

1. Title of Change: [Title]

2. Change Request No. / Rev.: [Number]

3. Brief Description of Change: [Description]

4. Scheduled Impact of Change: [Description]

5. Cost for Preparation of Change Proposal: [Cost] (Costs shall be in the


currencies of the Contract)

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(a) Engineering (Amount)

(i) Engineer hrs x rate/hr =


(ii) Draftsperson hrs x rate/hr =
Sub-total hrs hrs =

Total Engineering Cost =

(b) Other Cost =

Total Cost (a) + (b)

(Contractor’s Name)

(Signature)

(Name of signatory)

(Title of signatory)

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Annex 3
Acceptance of Estimate (Owner’s Letterhead)

To: [Contractor’s name and address] Date:

Attention: [Name and title]


Contract Name: [Contract name]
Contract Number: [Contract number]
Dear Ladies and/or Gentlemen:
We hereby accept your Estimate for Change Proposal and agree that you should
proceed with the preparation of the Change Proposal.
1. Title of Change: [Title]
2. Change Request No. / Rev.: [Request number / revision]
3. Estimate for Change Proposal No. / Rev.: [Proposal number / revision]
4. Acceptance of Estimate No. / Rev.: [Estimate number / revision]
5. Brief Description of Change: [Description]
6. Other Terms and Conditions: In the event that we decide not to order the
Change accepted, you shall be entitled to compensation for the cost of
preparation of Change Proposal described in your Estimate for Change
Proposal mentioned in para. 3 above in accordance with GCC Clause 39 of
the General Conditions of Contract.

(Owner’s Name)

(Signature)

(Name and Title of signatory)

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Annex 4
Change Proposal (Contractor’s Letterhead)

To: [Owner’s name and address] Date:

Attention: [Name and title]

Contract Name: [Contract name]

Contract Number: [Contract number]

Dear Ladies and/or Gentlemen:

In response to your Request for Change Proposal No. [Number], we hereby submit
our proposal as follows:

1. Title of Change: [Name]

2. Change Proposal No./Rev.: [Proposal number/revision]

3. Originator of Change: Owner: [Name]


Contractor: [Name]

4. Brief Description of Change: [Description]

5. Reasons for Change: [Reason]

6. Facilities and/or Item No. of Equipment related to the requested Change:


[Facilities]

7. Reference drawings and/or technical documents for the requested Change:

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Drawing / Document No. Description

8. Estimate of increase / decrease to the Contract Price resulting from Change


Proposal (Costs shall be in the currencies of the Contract)

(Amount)
Direct material

Major construction equipment

Direct field labour (Total hrs)

Subcontracts

Indirect material and labour

Site supervision

Head office technical staff salaries

Process engineer hrs @ rate/hr


Project engineer hrs @ rate/hr
Equipment engineer hrs @ rate/hr
Procurement hrs @ rate/hr
Draftsperson hrs @ rate/hr

Total hrs

(h) Extraordinary costs (computer, travel, etc.)____


(i) Fee for general administration, % of Items_____
(j) Taxes and duties

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Total lump sum cost of Change Proposal

[Sum of items (a) to (j)]

Cost to prepare Estimate for Change Proposal


[Amount payable if Change is not accepted]

9. Additional time for Completion required due to Change Proposal

10. Effect on the Functional Guarantees

11. Effect on the other terms and conditions of the Contract

12. Validity of this Proposal: within [Number] days after receipt of this Proposal by
the Owner

13. Other terms and conditions of this Change Proposal:

- You are requested to notify us of your acceptance, comments or rejection


of this detailed Change Proposal within [Number] days from your receipt of
this Proposal.

- The amount of any increase and/or decrease shall be taken into account
in the adjustment of the Contract Price.

- Contractor’s cost for preparation of this Change Proposal: (Specify where


necessary)
(Note) This cost shall be reimbursed by the Owner in case of Owner’s
withdrawal or rejection of this Change Proposal without default of the
Contractor in accordance with GCC Clause 39 of the General Conditions
of Contract.

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(Contractor’s Name)

(Signature)

(Name of signatory)

(Title of signatory)

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Annex 5
Change Order (Owner’s Letterhead)

To: [Contractor’s name and address] Date:

Attention: [Name and title]

Contract Name: [Contract name]

Contract Number: [Contract number]

Dear Ladies and/or Gentlemen:

We approve the Change Order for the work specified in the Change Proposal
(No.[Number]), and agree to adjust the Contract Price, Time for Completion and/or
other conditions of the Contract in accordance with GCC Clause 39 of the General
Conditions of Contract.

1. Title of Change: [Name]

2. Change Request No. / Rev.: [Request number / revision]

3. Change Order No. / Rev.: [Order number / revision]

4. Originator of Change: Owner: [Name]


Contractor: [Name]

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5. Authorized Price:

Ref. No.: [Number] Date: [Date]


Foreign currency portion [Amount] plus Local currency portion [Amount]

6. Adjustment of Time for Completion

None Increase [Number] days Decrease [Number] days

7. Other effects, if any

Authorized by: Date:


(Owner)

Accepted by: Date:


(Contractor)

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Annex 6
Pending Agreement Change Order (Owner’s Letterhead)

To: [Contractor’s name and address] Date:

Attention: [Name and title]

Contract Name: [Contract name]

Contract Number: [Contract number]

Dear Ladies and/or Gentlemen:

We instruct you to carry out the work in the Change Order detailed below in
accordance with GCC Clause 39 of the General Conditions of Contract.

1. Title of Change: [Name]

2. Owner’s Request for Change Proposal No./Rev.: [Number/revision] dated:


[Date]

3. Contractor’s Change Proposal No./Rev.: [Number/revision] dated: [Date]

4. Brief Description of Change: [Description]

5. Facilities and/or Item No. of equipment related to the requested Change:


[Facilities]

6. Reference Drawings and/or technical documents for the requested Change:

Drawing / Document No. Description

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7. Adjustment of Time for Completion:

8. Other change in the Contract terms:

9. Other terms and conditions:

(Owner’s Name)

(Signature)

(Name of signatory)

(Title of signatory)

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Annex 7
Application for Change Proposal (Contractor’s Letterhead)
To: [Owner’s name and address] Date: _____________

Attention: [Name and title]


Contract Name: [Contract name]
Contract Number: [Contract number]

Dear Ladies and/or Gentlemen:


We hereby propose that the below-mentioned work be treated as a Change in the
Facilities.

Title of Change: [Name]


Application for Change Proposal No./Rev.: [Number/revision] dated: [Date]
Brief Description of Change: [Description]
Reasons for Change:
Order of Magnitude Estimation (in the currencies of the Contract):

Scheduled Impact of Change:

Effect on Functional Guarantees, if any:


Appendix:

(Contractor’s Name)

(Signature)

(Name of signatory)

(Title of signatory)

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Annex 8
Waiver/Deviation Permit

Project: PADAMLA GPDHARA GAS PIPELINE PROJECT


Client:- GUJARAT STATE PETRONET LIMITED
Consultant:- TRACTEBEL ENGINEERS AND CONSTRUCTORS Pvt. LIMITED
Third Party Insp.:-
Order/Contract No.:-
Originator: Originator Ref.:
Report no.: Date :
Requirement as per Specification Description of Waiver/Deviation sought

Why the Waiver/Deviation is required?

Contractual implications if Waiver/Deviation is granted:

 Time taken shall be More/Less/No change


 Cost of item shall be More/Less/No change
 Performance requirement shall be Satisfied/Not satisfied

Under present constraints requested waiver/deviation is most optimum for the Project
and does not involve any security and safety hazard.

Date: Signature of Originator

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Decision on waiver/deviation with remarks, if any, on time/cost implications

[To be fill by the department/division by Owner’s Representative (S.O) for conveying to


the Originator]

Date: Signature:
Name:
Decision on waiver/deviation with remarks
[To be filled by the department/division by Owner’s Representative (H.O) (if required)
for conveying to the Originator]

Date: Signature:
Name:
Decision on waiver/deviation with remarks
[To be fill by the department/division by Owner (S.O) for conveying to the Originator]

Date: Signature:
Name:
Decision on waiver/deviation with remarks

[To be filled by the department/division by Owner (H.O) (if required) for conveying to the
Originator]

Date: Signature:
Name:

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Padamla Godhara Pipe Line Project GSPL/TS/110/001
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SECTION VIII

FORMS AND PROCEDURES (FP)

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Padamla Godhara Pipe Line Project GSPL/TS/110/001
Gujarat State Petronet Ltd SECTION – VIII (FP) Rev 0

CONTENT
1.0 Covering Letter for submission of bid 222
2.0 F-1 Bid form and appendix to bid form 224
3.0 F-2 Bidders General Information 226
4.0 F-3 List of enclosures 229
5.0 F-3A Annual Turnover 230
6.0 F-4 Present commitment of Bidder 231
7.0 F-5 Details of subcontractors 232
8.0 F-6 No Deviation / Modifications 233
9.0 F-7 P F Registration 234
10.0 F-8 Letter of Authority 235
11.0 F-9 Consortium Agreement 236
12.0 F-10 Performa for EMD 239
13.0 F-11 Performance Bank Guarantee & Advance 241
Bank guarantee
14.0 F-12 Equipment mobilisation bank Guarantee 249
15.0 F-13 Declaration of credit input in the bid price 253
16.0 F-14 Indemnity bond 254
17.0 F-15 Certificate 258
18.0 F-16 Check list 259
19.0 F-17 Contractor HSE agreement 261
20.0 Draft contract agreement 265

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COVERING LETTER FOR SUBMISSION OF THE BID


{Required on the letter head of the bidder}
Ref. NO.: Date:

Gujarat State Petronet Ltd,


GSPL Bhavan,
Sector 11, Gandhinagar-382011
Gujarat, INDIA

Our Offer No. :


Dear Sir,
With reference to the above:

1. I/We (Bidder Name _________________) hereby confirm that the required material shall be
supplied as per TENDER DOCUMENT within the specified completion period. A separately signed
and accepted, Schedule of Rates quoted for the complete material required / quoted in
accordance with Notice Inviting Tender, General Conditions of Contract, Special Conditions of
Contract, Schedule of Rates of Completion of Job, Technical specifications and other documents
and papers, all as detailed in the Tender documents is also submitted.

2. It has been explained & understood to me/us that the time stipulated for jobs and completion of
supply in all respects and in different stages mentioned in the "Time Schedule" of completion of
jobs and signed and accepted by me/us is the essence of the CONTRACT. I/We agree that in the
case of failure on my/our part to strictly observe the Time of Completion mentioned for jobs or any
of them and to the Final Completion of supply in all respects according to the schedule set out in
the said "Time Schedule" of completion of jobs, I/We shall pay compensation to the OWNER as
per provisions and stipulations contained in General Conditions of Contract and I/We agree to
recovery being made as specified therein. In exceptional circumstances, extension of time which
shall always be in writing may, however, be granted by the Project manager / Engineer-in-Charge
at his entire discretion for some items of supply, and I/We agree that such extension of time will
not be counted for the extension of completion dates stipulated for job and for the Final
Completion of supply as stipulated in the said "Time Schedule" of completion of jobs.

3. I/We also agree to pay the Bid Security / Earnest Money Deposit and accept the terms and
conditions laid down in the memorandum below in this respect.

MEMORANDUM

(a) General Description of Supply: ______________________________________


______________________________________

(b) Earnest Money / Bid Security: (Rupees)_______________________________

The Earnest Money / Bid Security is payable in the


manner set out in para 5 below & also as per the
format attached.

The Earnest Money / Bid Security, if the tender is


accepted, will be adjusted against the Security
Deposit, when paid by demand draft only.

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(c) Performance Guarantee Deposit: 15% of the CONTRACT / Order amount which will
be paid in the manner set out in the General Terms
& Conditions & as per the format attached.

4. Should this tender be accepted, I/We hereby agree to abide by and fulfill all terms and
conditions referred to above and in default thereof, to forfeit and pay to the OWNER or its
successors or its authorized nominees such sums of money as are stipulated in conditions
contained in General Tender Notice and other Tender Documents.

5. I/We hereby pay the Earnest Money / Bid Security of Rs._____________________ (Rupees
_________________________________) in Bank Demand Draft/Bank Guarantee
No.,____________________ issued by _____________________ (name and office of the
State Bank of India or any Nationalized Bank) in favour of Gujarat State Petronet Ltd.,
Gandhinagar.

6. If I/We fail to commence the scope of supply in the bid document, or I/We to deposit the
amount of Security Deposit specified in the Memorandum in (3) above, I/We agree that the
said OWNER or its successors without prejudice to any other right or remedy be at liberty to
forfeit the said Earnest Money / Bid Security in full, otherwise the said Earnest Money / Bid
Security shall be retained by OWNER towards the Security Deposit specified in (3) above. The
said OWNER shall also be at liberty to cancel the Notice of Acceptance of Tender if I/We fail
to deposit the Security Deposit as aforesaid or to execute an Agreement or to start SUPPLY
as stipulated in the Tender Documents.

I/We enclose herewith evidence of my/our experience of execution of works of similar nature
and magnitude carried out by me/us in the prescribed proforma.

Yours faithfully,

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F-1

BID FORM AND APPENDIX TO BID FORM


To
Gujarat State Petronet Ltd,
GSPL Bhavan,
Sector 11, Gandhinagar-382011
Gujarat, INDIA

Dear Sir,

After examining/reviewing the bid documents for PIPE LINE CONSTRUCTION PACKAGE for
Padamla to Godhara Pipeline Project, including technical specifications, drawings, IFB, ITB, GCC,
SCC, SOR etc. the receipt of which is hereby duly acknowledged, we, the undersigned, pleased to
offer to execute Facility in conformity with the said Bid Documents, including Addenda Nos.
____________.
We confirm that our bid is valid for a period of four (4) months from the date of opening of Techno-
Commercial Bid, and it shall remain binding upon us and may be accepted by any time before the
expiration of that period.
If our bid is accepted, we will provide the performance guarantee equal to 15% (fifteen per cent) of the
Contract Price, for the due performance within fifteen Days of such award.
Enclosed herewith is the Appendix to the Bid form duly completed and signed. Until a final Contract is
prepared and executed, the bid together with your written acceptance thereof in your notification of
award shall constitute a binding Contract between us.
We understand that Bid Documents are not exhaustive and any action and activity not mentioned in
Bid Documents but may be inferred to be included to meet the intend of the Bid Documents shall be
deemed to be mentioned in Bid Documents unless otherwise specifically excluded and we confirm to
perform for fulfilment of Contract and completeness of the Facility in all respects within the time frame
and agreed price.
We understand that you are not bound to accept the lowest priced or any bid that you may receive.

SEAL AND SIGNATURE


DATE:
Duly authorized to sign bid for and on behalf of ____________________________________

(SIGNATURE OF WITNESS)
WITNESS NAME:
ADDRESS:

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APPENDIX TO BID FORM (F-1)

Amount of Performance Guarantee (15% of the Contract Price valid till Operational acceptance by
the Owner and thereafter 15% of the Contract Price valid till 60
(sixty) days beyond Defect Liability Period )
Liquidated Damage:
(a) For Delay LD @ 0.75 % of the Contract price for each week or part thereof
and @1.5% of the contract price per week thereafter delay in
achieving Commissioning (Operational Acceptance)
(c) Maximum LD
LD will be capped at 15% of the Contract price
Period of defect liability 24 months from the date of Completion of the proposed project.

Effective Date Date of notification of award / Date of FOI


Bid Validity Period Four months from date of bid opening
Time for Completion As per SCC Clause 5.0

(Seal and Signature of the Bidder)

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F-2
BIDDER’S GENERAL INFORMATION

To

Gujarat State Petronet Ltd,


GSPL Bhavan,
Sector 11, Gandhinagar-382011
Gujarat, INDIA

1-1 GENERAL

S. No. Details Submitted by Bidder

1. Bidder Name

2. Number of Years in Operation

3. Address of Registered Office City / State


Country / PIN/ZIP

4. Operation Address if different from City / State


above Country / PIN/ZIP

5. Phone Number (Country Code) (Area Code) (Telephone Number)

6. Fax Number (Country Code) (Area Code) (Telephone Number)

7. E-mail address

8. Website

9. ISO Certification, if any

10. Bid Currency

11. Port of shipment

12. Whether Supplier / Manufacturer


Dealer/ Trader/ Contractor

13. Type of Material Supplies

14. Banker’s Name & Branch

15. Branch Code

16. Bank account number

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S. No. Details Submitted by Bidder

17. Does Bank has the net worth of


100 Cr. Of US$22 millions

ONLY FOR INDIAN BIDDERS

18. PAN No

19. EPF No.:

20. CST No

21. Local ST No

22. Excise Registration number

23. NSIC / SSI Registration No.

24. Service Tax Registration No:

Note:
1 India bidder’s has to submit the supporting document confirming the
above registrations (S. NO. 18 to 24).

2 The above-required information’s are required on the bidder’s letterhead.

1-2 Section quoted Mark √ if quoted or Mark X if not quoted

SECTION QUOTED OR DETAIL OF BID SECURITY


NOT QUOTED

No. Value Validity

II

1-3 Details of laying of Pipe Line Project executed (for meeting qualifying requirement)

1-3.1 Name of the Project :

1-3.2 Client Details :

1-3.3 Diameters of Pipe Line installed :

1-3.4 Total length of pipe line installed :

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1-3.5 ANSI Rating :

1-3.6 Total length of pipe line installed in a single stretch


having dia more than 16” :

1-3.7 Whether the above pipeline is buried cross


–country hydro-Carbon pipeline system
Yes No
1-3.8 Whether the above pipe line project
involved the following scope

1-3.8.1 Construction Management Yes No


1-3.8.2 Installation and testing of pipe line
Yes No
1-3.9 Date of Completion

1-4 Submission of Documentary Proof

1-4.1 Copy of Contract/documents covering details


at s. no. 1-3 above Enclosed/Not enclosed

1-4.2 Copy of completion certificate Enclosed/Not enclosed

1-4.3 Certified copies of supporting documents


as true copies as per note in form F-10 Enclosed/Not enclosed

1-5 In case of Consortium Bid

1-5.1 Submission of MOU/Consortium Agreement Enclosed/Not enclosed

1-5.2 Division of scope of work between Consortium Enclosed/Not Enclosed


Leader and the member

(SIGNATURE AND SEAL OF BIDDER)

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F- 3
LIST OF ENCLOSURES
Gujarat State Petronet Ltd,
GSPL Bhavan,
Sector 11, Gandhinagar-382011
Gujarat, INDIA

Dear Sir,
We are enclosing the following documents as part of the bid:
1. Power of Attorney of the signatory to the bid document.
2. Annual report along with the details such as, Balance Sheet, Annual turn over, P&L A/C
Sheet, net worth etc for the last three years.
3. Organisation chart and the structure assigned for execution of the work under this bid. In case
of consortium, clearly identifying & reflecting the role of each consortium member, as
specified, Responsibility matrix..
4. Construction Methodology & Project Management Plan
5. Execution schedule with interlinking of various activities
6. Detailed CV & employment record of the key personnel for the deployment at the project
management of various activities.
7. Confirmation regarding minimum equipment deployment as per the bid requirement clearly
indicating the source of proposed equipment to be deployed (hired / owned). In case of hired
equipment, necessary consent letter from hiring agencies to be provided.
8. List of proposed vendors / sub contractors for major item of supply / sub contracts etc.
9. List of Operational spares for 2 years.
10. Copy of bid documents along with addendum/corrigendum no. .. duly signed and sealed on
each page, in token of confirmation that Bid Documents are considered in full while preparing
the bid and in case of award, work will be executed in accordance with the provisions detailed
in Bid Documents.

(SEAL AND SIGNATURE OF BIDDER)

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F- 3A
ANNUAL TURNOVER
Each Bidder must fill in this form

Bidder Name:
Annual Turnover data for the last 3 years:

Year Currency Amount Ex. Rate (*) of dtd Amount (INR) (*)
Year 1:
Year 2:
Year 3:

Each member of a JV/Consortium must fill in this form (JV / Consortium) if applicable

Annual Turnover data for the last 3 years:

Year Currency Amount Ex. Rate (*) of dtd Amount (INR) (*)
Leader of JV /
Consortium (Name)
Year 1:
Year 2:
Year 3:
Partner – A (Name)
Year 1:
Year 2:
Year 3:
Partner – B (Name)
Year 1:
Year 2:
Year 3:

1. The information provided should be the Annual Turnover of the bidder & each member do a
consortium.

2. In case of more partners the above details of each partner has to be filled-in.

3. Either above data has to be certifying by Charted Accountant or supported by audited Balance
sheets.

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F-4

PRESENT COMMITMENTS OF THE BIDDER


Description
Contract
of Date
Value
of CommencementScheduled
of %Age Comp.Expected
as Date
Remarks
of
Full Postal Address and
the Work Comp. on Date Completion
phone nos of
Work Period
Client & Name of
Officer-in-Charge

Note: This list must be a full list of all type of works in hand.
SEAL AND SIGNATURE OF BIDDER

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F- 5

DETAILS OF SUB-CONTRACTORS PROPOSED FOR THE FACILITY


Gujarat State Petronet Ltd,
GSPL Bhavan,
Sector 11, Gandhinagar-382011
Gujarat, INDIA

Dear Sir,

Following Sub-contractors are the proposed for the Facility

NAME & ADDRESS OF DESCRIPTION OF WORK EXPERIENCE DETAILS OF THE SUB-


SUB-CONTRACTOR TO BE SUB-CONTRACTED CONTRACTOR IN BRIEF IN TERM OF
MAXIMUM SINGLE CONTRACT VALUE
EXECUTED

NOTE: i) IF NO SUB-CONTRACTS ARE ANTICIPATES, ENTER THE WORD ‘NONE’

ii) MOU/CONSENT LETTER FROM EACH PROPOSED SUB-CONTRACTOR SHOULD


BE FURNISHED

SEAL AND SIGNATURE OF BIDDER

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FORM -6

On Bidder’s letter head

NO DEVIATION CERTIFICATE

We, (Bidder’s Name), confirm our acceptance to all terms and


conditions mentioned in Bid document GSPL/TS/Linepipes/2006/01 dated
24/05/2006), all subsequent clarifications, Addendum – 1 (dated 13/062006), Pre-
Bid Meeting MOM dated 11.12.06 and Addendum – 2 (dated 29.12.06), in totality
and withdraw all deviations raised by us, if any.

Authorised Signatory with seal

Date :

Place :

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F- 7

PF REGISTRATION
Gujarat State Petronet Ltd,
GSPL Bhavan,
Sector 11, Gandhinagar-382011
Gujarat, INDIA
Dear Sir,
We hereby confirm that the following PF Account is under operation and shall be used for all PF related
activities for the labour engaged by us for the Facility (if awarded to us)

PF REGISTRATION NO. :

DISTRICT & STATE :

[For foreign bidders]

We hereby confirm that we shall register with Indian Provident Fund Authorities not later than 30 days
of the award of the work, in case the work is awarded to us and will inform immediately thereafter the:

PF REGISTRATION NO. :

DISTRICT & STATE

SEAL AND SIGNATURE OF BIDDER

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F- 8

LETTER OF AUTHORITY
PROFORMA FOR LETTER OF AUTHORITY FOR ATTENDING AND
SUBSEQUENT NEGOTIATIONS/CONFERENCES

No. Date:

Gujarat State Petronet Ltd,


GSPL Bhavan,
Sector 11, Gandhinagar-382011
Gujarat, INDIA

Dear Sir,

We _____________________________________ hereby authorize following representative(s) to


attend un-priced bid opening and price bid opening and for any other correspondence and
communication against above Bidding Document:
1) Name & Designation _______________________ Signature _________________
2) Name & Designation _______________________ Signature _________________

We confirm that we shall be bound by all commitments made by aforementioned authorised


representatives.

Yours faithfully,

Signature

Name & Designation

For and on behalf of

Note: This letter of authority should be on the letterhead of the bidder and should be signed by a
person competent and having the power of attorney to bind the bidder.
Not more than two persons are permitted to attend techno–commercial un-priced and price
bid opening.

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F-9

CONSORTIUM AGREEMENT
(To executed on non-judicial stamp paper of appropriate value)

This Consortium Agreement executed on this ……………. day of …………… two thousand …………
between M/S. ……………………………………………………………………., a company incorporated
under the laws of …………………………………….. and having its registered / principal office at
………………………………………. (herein after called the ‘Partner -I’ / ‘Lead Partner’ which
expression shall include its successors, executors and permitted assigns) and M/S. ………….
………………………………………………………………, a company incorporated under the laws of
………………………………………… and having its registered / principal office at ……………
…………………………………… (herein after called the ‘Partner – II’ / ‘Second Partner’ which
expression shall include its successors, executors and permitted assigns), for the purposes of making
a bid and entering into a contract (in case of award) ……………………[similarly list third partner, if any]
in response to bid document no. ………………… for the work of
……………………………………………………………………….. (name of package) of M/S.
……………………………………………………. (herein after called the ‘Employer’ / ‘Owner’).

WHEREAS, the Employer invited bids vide its bid document no. ……………………………. for the
design, engineering, manufacture, testing, packing, supply, transportation, storage, preservation,
erection, testing and commissioning of ……………………………… (package) (herein after called the
‘Plant’).

AND WHEREAS, Clause no. of Instructions to Bidders (ITB), forming an integral part of the
bid documents, bids from Consortium entities will also be considered by the Employer provided they
meet the specific requirements in that regard as stipulated therein. As a pre condition for such bidding
as per clause no. ……………. of ITB, the Consortium bidder shall provide in its bid, a Consortium
Agreement as per this format in which the partners to the Consortium are jointly and severally liable to
the Employer to bind themselves to the bid conditions, accept the contract award, if selected and
perform all the contractual obligations thereto.

AND WHEREAS the bid has been submitted to the Employer vide our proposal no. ……………………
dated ………………. based on the Consortium Agreement being these presents and the bid with its
bid forms and submission documents, in accordance with the requirement of
clause(s)…………………….. ITB, have been signed by both the partners and submitted to the
Employer.

NOW THIS INDENTURE WITNESSETH AS UNDER :

In consideration of the above premises and agreements both the partners to this Consortium do
hereby now agree as follows:-

1. We the partners in the Consortium hereby confirm that the name and style of the Consortium
shall be ……………………………………………………………

2. In consideration of the bid submission by us to the Employer and the award of contract by the
Employer to the Consortium (if selected by the Employer) , we the partners to the Consortium,
hereby agree that the Partner – I (M/S. ………………………………………………… ) shall act
as the lead partner for self, and for and on behalf of Partner – II and/or on behalf of Partner –
III and further declare and confirm that we shall jointly and severally be bound to unto the
Employer for execution of the contract in accordance with the contract terms and shall jointly
and severally be liable to the Employer to perform all contractual obligations including
technical guarantees. Further, the Lead Partner is authorised to incur liabilities and receive
instructions for and on behalf of any or both partners of the CONSORTIUM and the entire

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execution of the Contract including receiving / making payments, shall be done exclusively by
the Lead Partner.

3. In case of any breach of the said Contract by any of the partners of the CONSORTIUM, we
hereby agree to be fully responsible for the successful execution / performance of the
Contract in accordance with the terms the Contract.

4. Further, if the Employer suffered any loss or damage on account of any breach of the
Contract or any shortfall in the completed equipment / plant, meeting the guaranteed
performance parameters as per the technical specifications / contract documents, the Second
Partner of these presents undertakes to promptly make good such loss or damage caused to
the Employer, on the Employer’s demand without any demure. It shall neither be necessary
nor obligatory on the part of the Employer to proceed against the Lead Partner to these
presents before proceeding against the Second Partner.

5. The financial liability of the partners to this Consortium Agreement, to the Employer with
respect to the any or all claims arising out of the performance or non-performance of the
Contract shall, however be not limited in any way so as to restrict or limit the liabilities of either
of the partner.

6. It is expressly understood and agreed between the partners to this agreement that the
responsibilities and obligations of each of the partners shall be as delineated in ‘Appendix I’ to
this agreement. It is further agreed by the partners that the above sharing of responsibilities
and obligations shall not in any way be a limitation of the joint and several responsibilities of
the partners under the Contract.

7. This Consortium Agreement shall be governed, construed and interpreted n accordance with
Laws of India and courts of ……………………… (specify the appropriate jurisdiction) shall
have exclusive jurisdiction in all matters arising thereunder.

8. In case of award of contract, we the partners to this Consortium Agreement do hereby agree
that we shall furnish the contract performance guarantee in favour of the Employer from a
bank acceptable / approved by the Employer for a value as stipulated in the Contract Award
and such guarantee shall be in the names of both the partners of the Consortium.

9. It is further agreed that this CONSORTIUM Agreement shall be irrevocable and shall form an
integral part of the Contract and shall continue to be enforceable till the Employer discharges
the same. It shall be effective date first above mentioned for all purposes and intents.

IN WITNESS WHEREOF, the partners to this Consortium agreement have, through their respective
authorised representatives, have executed these presents and affixed their hands and common seal
of their respective companies on the day, month and year first abovementioned.

For M/S. ……………………………………


(………………. Partner – I …………………)
1. Common Seal of ………………………………………………….
M/S. ………………………………….. (Signature of authorised Representative)
has been affixed in my / our presence
pursuant to Board Resolution dated Name ………………………………………
………………….
Signature ………………………… Designation ……………………………..

Name ……………………………..

Designation ………………………..
For M/S. ……………………………………

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(………………. Partner – II …………………)


1. Common Seal of ………………………………………………….
M/S. ………………………………….. (Signature of authorised Representative)
has been affixed in my / our presence
pursuant to Board Resolution dated Name ………………………………………
………………….
Signature ………………………… Designation ……………………………..

Name ……………………………..

Designation ………………………..

For M/S. ……………………………………


(………………. Partner – III …………………)
1. Common Seal of ………………………………………………….
M/S. ………………………………….. (Signature of authorised Representative)
has been affixed in my / our presence
pursuant to Board Resolution dated Name ………………………………………
………………….
Signature ………………………… Designation ……………………………..

Name ……………………………..

Designation ………………………..

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F-10

PROFORMA FOR BANK GUARANTEE FOR EARNEST MONEY


DEPOSIT/ BID SECURITY
(To be stamped in accordance with the Stamp Act)
Ref............... Bank Guarantee No.........
Date......................
To

Gujarat State Petronet Ltd,


GSPL Bhavan,
Sector 11, Gandhinagar-382011
Gujarat, INDIA

Dear Sir(s),

In accordance with Letter Inviting Tender under your reference No___________


M/s.______________________________ having their Registered / Head Office at
_________________________(hereinafter called the Tenderer) wish to participate in the said tender for
_________________________________________________________________
As an irrevocable Bank Guarantee against Earnest Money for the amount of ______________ is
required to be submitted by the Tenderer as a condition precedent for participation in the said tender
which amount is liable to be forfeited on the happening of any contingencies mentioned in the Tender
Document.

We, the ____________________________________ Bank at_____________________________


having our Head Office ________________________________________________________
(Local Address) guarantee and undertake to pay immediately on demand without any recourse to the
tenderers by Gujarat State Petronet Ltd the amount________________ ____________________
without any reservation, protest, demur and recourse. Any such demand made by GSPL, shall be
conclusive and binding on us irrespective of any dispute or difference raised by the Tenderer.

This guarantee shall be irrevocable and shall remain valid upto ____________ [this date should be 6
months after the date finally set out for closing of tender]. If any further extension of this guarantee is
required, the same shall be extended to such required period on receiving instructions from
M/s.__________________________________________________________________________
whose behalf this guarantee is issued.

In witness whereof the Bank, through its authorised officer, has set its hand and stamp on this
___________day of ____________200 __at____________.

WITNESS:

(SIGNATURE) (SIGNATURE)
(NAME) (NAME)
Designation with Bank Stamp

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(OFFICIAL ADDRESS) Attorney as per


Power of Attorney No.________

Date: ________________________

INSTRUCTIONS FOR FURNISHING BID-GUARANTEE

1. The Bank Guarantee by bidders will be given on non-judicial stamp paper as per stamp duty
applicable. The non-judicial stamp paper should be in the name of the issuing bank. In case
of foreign bank, the said banks guarantee to be issued by its correspondent bank in India on
requisite non-judicial stamp paper.

2. The expiry date as mentioned in bid document should be arrived at by adding two (2)
months to the date of expiry of the bid validity unless otherwise specified in the Bid
Documents.

3. The bank guarantee by bidders will be given from bank as specified in ITB

4. A letter from the issuing bank of the requisite Bank Guarantee confirming that said bank
guarantee /all future communication relating to the Bank Guarantee shall be forwarded to
the Employer at its address as mentioned at ITB.

5. Bidders must indicate the full postal address of the bank along with the bank’s E-mail/ Fax/.
From where the earnest money bond has been issued.

6. If a bank guarantee is issued by a commercial bank, then a letter to Employer confirming its
net worth is more than Rs. 1,000,000,000/- (Rupees one hundred crore) or equivalent along
with a documentary evidence.

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F-11

Performance Security Forms Bank Guarantee—Unconditional

[on stamp paper of appropriate value]


[from a scheduled bank]
Date:
Loan / Credit No:
IFB No:

[Name of Contract]

To: [Name and address of Owner]

Subject : Bank Guarantee No. [insert]

WHEREAS, [insert] a company incorporated under [insert] having its registered


office at [insert] and a company incorporated under [insert] having its registered
office at [insert] and a company incorporated under [insert] having its registered
office at [insert] (collectively hereinafter referred to as the “Contractor” which
expression shall unless repugnant to the context or meaning thereof include its
successors and permitted assigns) have entered into a Contract for Engineering,
Procurement, Construction and Commissioning for [insert description of the
Project]at [insert location State of Gujarat, India], dated [insert] (hereinafter such
agreement, as amended modified or supplemented, referred to as the “Contract”)
with Gujarat State Petronet Limited, a company duly incorporated and existing under
the laws of India having its registered office at [insert] (hereinafter referred to as the
“Owner” which expression shall unless repugnant to the context or meaning thereof
include its successors and assigns).
WHEREAS, it has been stipulated under Article 12.3 of the General Conditions of
Contract that the Contractor is obliged to furnish to the Owner an irrevocable,
unconditional, first demand bank guarantee issued by specified financial institutions
acceptable to the Owner, for a sum equal to 15% (fifteen percent) of the Contract
Price for the due performance by the Contractor of the Contract.
AND WHEREAS, [insert] having its registered office at [insert] and a branch office at
[insert name of city in India] India, hereinafter referred to as the “Bank” (which
expression shall unless repugnant to the context or meaning thereof be deemed to
mean and include its successors), being a schedule bank in India and acceptable to

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the Owner, has at the request of the Contractor agreed to issue this performance
bank guarantee in favour of the Owner.

NOW THEREFORE THIS BANK GUARANTEE WITNESSETH AS FOLLOWS:


(1) The Bank hereby undertakes the pecuniary responsibility of the Contractor to
the Owner for the due performance of the Contract and for the payment of
any money by the Contractor to the Owner and hereby issues in favour of the
Owner this irrevocable and unconditional performance and payment bank
guarantee (hereinafter referred to as the “Guarantee”) on behalf of the
Contractor in the amount of Indian Rupees [insert] (insert an amount equal to
fifteen percent (15%) of the Contract Price) (hereinafter referred to as the
“Guarantee Amount”.]
(2) The Bank for the purpose hereof unconditionally and irrevocably undertakes
to pay to the Owner without any demur, reservation, cavil, protest or recourse;
immediately on receipt of first written demand from the Owner, any sum or
sums (by way of one or more claims) not exceeding in the aggregate the
amount of Indian Rupees [insert] (insert an amount equal to fifteen percent
(15%) of the Contract Price) without the Owner needing to prove or to show to
the Bank grounds or reasons for such demand for the sum specified therein
and notwithstanding any dispute or difference between the Owner and the
Contractor in respect of the performance of the Contract or moneys payable
by Contractor to the Owner or any matter whatsoever related thereto.
(3) The Bank acknowledges that any such demand by the Owner of the amounts
payable by the Bank to the Owner shall be final, binding and conclusive
evidence in respect of the amounts payable by the Contractor to the Owner.
(4) The Bank hereby waives the necessity for the Owner from demanding the
aforesaid amount or any part thereof from the Contractor and also waives any
right that the Bank may have of first requiring the Owner to pursue its legal
remedies against the Contractor, before presenting any written demand to the
Bank for payment under this Guarantee.
(5) The Bank further unconditionally agrees with the Owner that the Owner shall
be at liberty, without the Bank’s consent and without affecting in any manner
the Bank’s obligation under this Guarantee, from time to time, to:
(i) vary and/or modify any of the terms and conditions of the Contract,
(ii) extend and/or postpone the time for performance of the obligations of
the Contractor under the Contract, or
(iii) forbear or enforce any of the rights exercisable by the Owner against
the Contractor under the terms and conditions of the Contract
and the Bank shall not be relieved from its liability by reason of any such act
or omission on the part of the Owner or any indulgence by the Owner to the
Contractor or other thing whatsoever which under the law relating to sureties

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would, but for this provision, have the effect of relieving the Bank of its
obligations under this Guarantee.
(6) The Bank’s obligations under this Guarantee shall not be reduced by reason
of any partial performance of the Contract. The Bank’s obligations shall not
be reduced by any failure by Owner to timely pay or perform any of its
obligations under the Contract.
(7) Any payment made hereunder shall be made free and clear of and without
deduction for, or on account of, any present or future taxes, levies, imposts,
duties, charges, fees, commissions, deductions or withholdings of any nature
whatsoever and by whomever imposed; and where any withholding on a
payment is required by law, the Bank shall comply with such withholding
obligations and shall pay such additional amount in respect of such payment
such that Owner receives the full amount due hereunder as if no such
withholding had occurred.
(8) This Guarantee shall be a continuing bank guarantee and shall not be
discharged by the change in constitution of any member of the Contractor and
the Guarantee shall not be affected or discharged by the liquidation, winding
up, bankruptcy, reorganisation, dissolution or insolvency of any member of
the Contractor or any other circumstances whatsoever.
(9) This Guarantee shall be in addition to and not in substitution or in derogation
of any other security held by the Owner to secure the performance of the
obligations of the Contractor under the Contract.
(10) The Bank agrees that the Owner at its option shall be entitled to enforce this
Guarantee against the surety, as a principal debtor in the first instance
without proceeding at the first instance against the Contractor.
(11) Without prejudice to any continuing liability to perform obligations under this
Guarantee which have arisen prior thereto, the Bank shall be released from
any further obligations arising hereunder after [insert] (insert the date.).
(12) The Owner may assign this Guarantee to any person and in such case the
Owner shall inform the Bank in writing. This Guarantee shall not be assigned
or transferred by the Bank.
(13) All disputes arising under this Guarantee shall be referred to a tribunal
comprising three (3) arbitrators under the (Indian) Arbitration and Conciliation
Act, 1996. Each Party to the arbitration shall appoint one (1) arbitrator and
the two (2) arbitrators thus appointed shall choose the third arbitrator who will
act as a presiding arbitrator of the tribunal (together forming the “Arbitral
Tribunal”). The decision(s) of the Arbitral Tribunal, shall be final and binding
on the Parties. The venue of arbitration shall be [Ahmedabad]. This Clause
13 shall survive the termination or expiry of this Guarantee. The governing
law of the arbitration shall be the substantive laws of India.
(14) This Guarantee shall be construed and interpreted in accordance with and
governed by the laws of India, and subject to Clause (13) above the courts at

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[Ahmedabad] shall have jurisdiction over all matters arising out of or relating
to this Guarantee.
(15) The Bank has the power to issue this Guarantee in favour of the Owner. The
aggregate liability of the Bank under this Guarantee shall not under any
circumstance exceed Indian Rupees [insert] (insert an amount equal to fifteen
percent (15%) of the Contract Price).
(16) Notwithstanding anything contained herein, this Guarantee shall be valid up
to twenty four (24) months after the date of Operational Acceptance or the
expiry of the Defects Liability Period (including any extensions thereof, written
notice of which shall be provided to the Bank), whichever occurs later. A
written claim or demand shall be served upon us on or before the said date,
after which This Guarantee shall become null and void.
(17) No action, event or condition which by any Applicable Law should operate to
discharge the Bank from liability hereunder shall have any effect and the
Bank hereby waives any right it may have to apply such law, so that in all
respects its liability hereunder shall be irrevocable and, except as stated
herein, unconditional in all respects.
(18) Capitalised terms not otherwise defined herein shall have their respective
meanings given such terms set forth in the Contract.

IN WITNESS WHEREOF the Bank, through its authorised officer, has set its hand
and stamp on this [insert] day of [insert] 2006.

(Signature)
[insert name of signatory]
[insert designation of signatory]

(Duly authorised representative)


Vide power of attorney No. [insert]
Dated [insert]

Witness
[insert]
[insert]

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PROFORMA FOR WORK ADVANCE REPAYMENT BANK GUARANTEE

[On stamp paper of appropriate value]

To,
Gujarat State Petronet Limited
[insert]

Subject : Bank Guarantee No. [insert]


WHEREAS, [insert] a company incorporated under [insert] having its registered
office at [insert] and a company incorporated under [insert] having its registered
office at [insert] and a company incorporated under ‘[insert] having its registered
office at [insert] (collectively hereinafter referred to as the “Contractor” which
expression shall unless repugnant to the context or meaning thereof include its
successors and permitted assigns) have entered into a Contract for Engineering,
Procurement, Construction and Commissioning for [insert description of the
Project]at [insert location State of Gujarat, India], dated [insert] (hereinafter such
agreement, as amended modified or supplemented, referred to as the “Contract”)
with Gujarat State Petronet Limited, a company duly incorporated and existing under
the laws of India having its registered office at [insert] (hereinafter referred to as the
“Owner” which expression shall unless repugnant to the context or meaning thereof
include its successors and assigns).
WHEREAS, under Article 12.2 of the Contract a payment of ten per cent of the
Contract Price is payable in advance to the Contractor, as a security for which the
Contractor is required to furnish to the Owner an irrevocable, unconditional, first
demand bank guarantee issued by specified financial institutions acceptable to the
Owner, for a sum equal to 10% (ten percent) of the Contract Price.
AND WHEREAS, [insert] having its registered office at [insert] and a branch office at
[insert] India, hereinafter referred to as the “Bank” (which expression shall unless
repugnant to the context or meaning thereof be deemed to mean and include its
successors), being a schedule bank in India and acceptable to the Owner, has at the
request of the Contractor agreed to issue this advance repayment bank guarantee in
favour of the Owner.

NOW THEREFORE THIS BANK GUARANTEE WITNESSETH AS FOLLOWS:


(1) The Bank hereby undertakes the pecuniary responsibility of the Contractor to
the Owner for the repayment of the Work Advance by the Contractor to the

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Owner and hereby issues in favour of the Owner this irrevocable and
unconditional work advance payment bank guarantee (hereinafter referred to
as the “Guarantee”) on behalf of the Contractor in the amount of US Dollars
[insert] (insert an amount equal to ten percent (10%) of the US Dollar
component of the Contract Price) and Indian Rupees [insert] (insert an
amount equal to ten percent (10%) of the Indian Rupee component of
Contract Price) (together the US Dollar component and the Indian Rupee
component being equal to ten percent (10%) of the Contract Price).
(2) The Bank for the purpose hereof unconditionally and irrevocably undertakes
to pay to the Owner without any demur, reservation, cavil, protest or recourse;
immediately on receipt of first written demand from the Owner, any sum or
sums (by way of one or more claims) not exceeding in the aggregate the
amount of US Dollars [insert] (insert an amount equal to ten percent (10%) of
the US Dollar component of the Contract Price) and Indian Rupees [insert]
(insert an amount equal to ten percent (10%) of the Indian Rupee component
of Contract Price) without the Owner needing to prove or to show to the Bank
grounds or reasons for such demand for the sum specified therein and
notwithstanding any dispute or difference between the Owner and the
Contractor in respect of the performance of the Contract or moneys payable
by Contractor to the Owner or any matter whatsoever related thereto.
(3) The Bank acknowledges that any such demand by the Owner of the amounts
payable by the Bank to the Owner shall be final, binding and conclusive
evidence in respect of the amounts payable by the Contractor to the Owner.
(4) The Bank hereby waives the necessity for the Owner from demanding the
aforesaid amount or any part thereof from the Contractor and also waives any
right that the Bank may have of first requiring the Owner to pursue its legal
remedies against the Contractor, before presenting any written demand to the
Bank for payment under this Guarantee.
(5) The Bank further unconditionally agrees with the Owner that the Owner shall
be at liberty, without the Bank’s consent and without affecting in any manner
the Bank’s obligation under this Guarantee, from time to time, to:
(i) vary and/or modify any of the terms and conditions of the Contract,
(ii) extend and/or postpone the time for performance of the obligations of
the Contractor under the Contract, or
(iii) forbear or enforce any of the rights exercisable by the Owner against
the Contractor under the terms and conditions of the Contract
and the Bank shall not be relieved from its liability by reason of any such act
or omission on the part of the Owner or any indulgence by the Owner to the
Contractor or other thing whatsoever which under the law relating to sureties
would, but for this provision, have the effect of relieving the Bank of its
obligations under this Guarantee.
(6) The Bank’s obligations under this Guarantee shall not be reduced by reason
of any partial performance of the Contract. The Bank’s obligations shall not

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be reduced by any failure by Owner to timely pay or perform any of its


obligations under the Contract.
(7) Any payment made hereunder shall be made free and clear of and without
deduction for, or on account of, any present or future taxes, levies, imposts,
duties, charges, fees, commissions, deductions or withholdings of any nature
whatsoever and by whomever imposed; and where any withholding on a
payment is required by law, the Bank shall comply with such withholding
obligations and shall pay such additional amount in respect of such payment
such that Owner receives the full amount due hereunder as if no such
withholding had occurred.
(8) This Guarantee shall be a continuing bank guarantee and shall not be
discharged by the change in constitution of any member of the Contractor and
the Guarantee shall not be affected or discharged by the liquidation, winding
up, bankruptcy, reorganisation, dissolution or insolvency of any member of
the Contractor or any other circumstances whatsoever.
(9) This Guarantee shall be in addition to and not in substitution or in derogation
of any other security held by the Owner to secure the performance of the
obligations of the Contractor under the Contract.
(10) The Bank agrees that the Owner at its option shall be entitled to enforce this
Guarantee against the surety, as a principal debtor in the first instance
without proceeding at the first instance against the Contractor.
(11) Without prejudice to any continuing liability to perform obligations under this
Guarantee which have arisen prior thereto, the Bank shall be released from
any further obligations arising hereunder after [insert] (insert the scheduled
date for Operational Acceptance) unless this Guarantee is otherwise
extended on account of failure to recover the entire Work Advance from the
Contractor by the said date.
(12) The Owner may assign this Guarantee to any person and in such case the
Owner shall inform the Bank in writing. This Guarantee shall not be assigned
or transferred by the Bank.
(13) All disputes arising under this Guarantee shall be referred to a tribunal
comprising three (3) arbitrators under the (Indian) Arbitration and Conciliation
Act, 1996. Each Party to the arbitration shall appoint one (1) arbitrator and
the two (2) arbitrators thus appointed shall choose the third arbitrator who will
act as a presiding arbitrator of the tribunal (together forming the “Arbitral
Tribunal”).The decision(s) of the Arbitral Tribunal, shall be final and binding
on the Parties. The venue of arbitration shall be [Ahmedabad]. This Clause
(13) shall survive the termination or expiry of this Guarantee. The governing
law of the arbitration shall be the substantive laws of India.
(14) This Guarantee shall be construed and interpreted in accordance with and
governed by the laws of India, and subject to sub-clause (f) above the courts
at [Ahmedabad] shall have jurisdiction over all matters arising out of or
relating to this Guarantee.

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(15) The Bank has the power to issue this Guarantee in favour of the Owner. The
aggregate liability of the Bank under this Guarantee shall not under any
circumstance exceed US Dollars [insert] (insert an amount equal to ten
percent (10%) of the US Dollar component of the Contract Price) and Indian
Rupees [insert] (insert an amount equal to ten percent (10%) of the Indian
Rupee component of Contract Price).
(16) Notwithstanding anything contained herein, This Guarantee shall be valid up
to DD/MM/YYYY. A written claim or demand shall be served upon us on or
before the said date, after which This Guarantee shall become null and void.
(17) No action, event or condition which by any Applicable Law should operate to
discharge the Bank from liability hereunder shall have any effect and the
Bank hereby waives any right it may have to apply such law, so that in all
respects its liability hereunder shall be irrevocable and, except as stated
herein, unconditional in all respects.
(18) Capitalised terms not otherwise defined herein shall have the their respective
meanings given such terms set forth in the Contract.

IN WITNESS WHEREOF the Bank, through its authorised officer, has set its hand
and stamp on this [insert] day of [insert] 2006.

(Signature)
[insert name of signatory]
[insert designation of signatory]

(Duly authorised representative)


Vide power of attorney No. [insert]
Dated [insert]

Witness
[insert]
[insert]

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F-12
EQUIPMENT MOBILIZATION BANK GUARANTEE

Security Forms Bank Guarantee—Unconditional

[on stamp paper of appropriate value]


[from a scheduled bank]
Date:
Loan / Credit No:
IFB No:

[Name of Contract]

To: [Name and address of Owner]

Subject : Bank Guarantee No. [insert]

WHEREAS, [insert] a company incorporated under [insert] having its registered


office at [insert] and a company incorporated under [insert] having its registered
office at [insert] and a company incorporated under [insert] having its registered
office at [insert] (collectively hereinafter referred to as the “Contractor” which
expression shall unless repugnant to the context or meaning thereof include its
successors and permitted assigns) have entered into a Contract for Engineering,
Procurement, Construction and Commissioning for [insert description of the
Project]at [insert location State of Gujarat, India], dated [insert] (hereinafter such
agreement, as amended modified or supplemented, referred to as the “Contract”)
with Gujarat State Petronet Limited, a company duly incorporated and existing under
the laws of India having its registered office at [insert] (hereinafter referred to as the
“Owner” which expression shall unless repugnant to the context or meaning thereof
include its successors and assigns).
WHEREAS, it has been stipulated under Article 12.3 of the General Conditions of
Contract that the Contractor is obliged to furnish to the Owner an irrevocable,
unconditional, first demand bank guarantee issued by specified financial institutions
acceptable to the Owner, for a sum equal to 10% ( ten percent) of the Contract Price
for the faithful mobilization of the equipment as per the schedule mentioned in the
Contract.

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AND WHEREAS, [insert] having its registered office at [insert] and a branch office at
[insert name of city in India] India, hereinafter referred to as the “Bank” (which
expression shall unless repugnant to the context or meaning thereof be deemed to
mean and include its successors), being a schedule bank in India and acceptable to
the Owner, has at the request of the Contractor agreed to issue this performance
bank guarantee in favour of the Owner.

NOW THEREFORE THIS BANK GUARANTEE WITNESSETH AS FOLLOWS:


(1) The Bank hereby undertakes the pecuniary responsibility of the Contractor to
the Owner for the due performance of the Contract and for the payment of
any money by the Contractor to the Owner and hereby issues in favour of the
Owner this irrevocable and unconditional performance and payment bank
guarantee (hereinafter referred to as the “Guarantee”) on behalf of the
Contractor in the amount of Indian Rupees [insert] (insert an amount equal to
ten percent (10%) of the Contract Price) (hereinafter referred to as the
“Guarantee Amount”.]
(2) The Bank for the purpose hereof unconditionally and irrevocably undertakes
to pay to the Owner without any demur, reservation, cavil, protest or recourse;
immediately on receipt of first written demand from the Owner, any sum or
sums (by way of one or more claims) not exceeding in the aggregate the
amount of Indian Rupees [insert] (insert an amount equal to ten percent
(10%) of the Contract Price) without the Owner needing to prove or to show to
the Bank grounds or reasons for such demand for the sum specified therein
and notwithstanding any dispute or difference between the Owner and the
Contractor in respect of the performance of the Contract or moneys payable
by Contractor to the Owner or any matter whatsoever related thereto.
(3) The Bank acknowledges that any such demand by the Owner of the amounts
payable by the Bank to the Owner shall be final, binding and conclusive
evidence in respect of the amounts payable by the Contractor to the Owner.
(4) The Bank hereby waives the necessity for the Owner from demanding the
aforesaid amount or any part thereof from the Contractor and also waives any
right that the Bank may have of first requiring the Owner to pursue its legal
remedies against the Contractor, before presenting any written demand to the
Bank for payment under this Guarantee.
(5) The Bank further unconditionally agrees with the Owner that the Owner shall
be at liberty, without the Bank’s consent and without affecting in any manner
the Bank’s obligation under this Guarantee, from time to time, to:
(i) vary and/or modify any of the terms and conditions of the Contract,
(ii) extend and/or postpone the time for performance of the obligations of
the Contractor under the Contract, or
(iii) forbear or enforce any of the rights exercisable by the Owner against
the Contractor under the terms and conditions of the Contract

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and the Bank shall not be relieved from its liability by reason of any such act
or omission on the part of the Owner or any indulgence by the Owner to the
Contractor or other thing whatsoever which under the law relating to sureties
would, but for this provision, have the effect of relieving the Bank of its
obligations under this Guarantee.
(6) The Bank’s obligations under this Guarantee shall not be reduced by reason
of any partial performance of the Contract. The Bank’s obligations shall not
be reduced by any failure by Owner to timely pay or perform any of its
obligations under the Contract.
(7) Any payment made hereunder shall be made free and clear of and without
deduction for, or on account of, any present or future taxes, levies, imposts,
duties, charges, fees, commissions, deductions or withholdings of any nature
whatsoever and by whomever imposed; and where any withholding on a
payment is required by law, the Bank shall comply with such withholding
obligations and shall pay such additional amount in respect of such payment
such that Owner receives the full amount due hereunder as if no such
withholding had occurred.
(8) This Guarantee shall be a continuing bank guarantee and shall not be
discharged by the change in constitution of any member of the Contractor and
the Guarantee shall not be affected or discharged by the liquidation, winding
up, bankruptcy, reorganisation, dissolution or insolvency of any member of
the Contractor or any other circumstances whatsoever.
(9) This Guarantee shall be in addition to and not in substitution or in derogation
of any other security held by the Owner to secure the performance of the
obligations of the Contractor under the Contract.
(10) The Bank agrees that the Owner at its option shall be entitled to enforce this
Guarantee against the surety, as a principal debtor in the first instance
without proceeding at the first instance against the Contractor.
(11) Without prejudice to any continuing liability to perform obligations under this
Guarantee which have arisen prior thereto, the Bank shall be released from
any further obligations arising hereunder after [insert] (insert the date.).
(12) The Owner may assign this Guarantee to any person and in such case the
Owner shall inform the Bank in writing. This Guarantee shall not be assigned
or transferred by the Bank.
(13) All disputes arising under this Guarantee shall be referred to a tribunal
comprising three (3) arbitrators under the (Indian) Arbitration and Conciliation
Act, 1996. Each Party to the arbitration shall appoint one (1) arbitrator and
the two (2) arbitrators thus appointed shall choose the third arbitrator who will
act as a presiding arbitrator of the tribunal (together forming the “Arbitral
Tribunal”). The decision(s) of the Arbitral Tribunal, shall be final and binding
on the Parties. The venue of arbitration shall be [Ahmedabad]. This Clause
13 shall survive the termination or expiry of this Guarantee. The governing
law of the arbitration shall be the substantive laws of India.

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(14) This Guarantee shall be construed and interpreted in accordance with and
governed by the laws of India, and subject to Clause (13) above the courts at
[Ahmedabad] shall have jurisdiction over all matters arising out of or relating
to this Guarantee.
(15) The Bank has the power to issue this Guarantee in favour of the Owner. The
aggregate liability of the Bank under this Guarantee shall not under any
circumstance exceed Indian Rupees [insert] (insert an amount equal to ten
percent (10%) of the Contract Price).
(16) Notwithstanding anything contained herein, this Guarantee shall be valid up
to one hundred and twenty days after the date of Operational Acceptance or
the expiry of the Defects Liability Period (including any extensions thereof,
written notice of which shall be provided to the Bank), whichever occurs later.
A written claim or demand shall be served upon us on or before the said date,
after which This Guarantee shall become null and void.
(17) No action, event or condition which by any Applicable Law should operate to
discharge the Bank from liability hereunder shall have any effect and the
Bank hereby waives any right it may have to apply such law, so that in all
respects its liability hereunder shall be irrevocable and, except as stated
herein, unconditional in all respects.
(18) Capitalised terms not otherwise defined herein shall have their respective
meanings given such terms set forth in the Contract.

IN WITNESS WHEREOF the Bank, through its authorised officer, has set its hand
and stamp on this [insert] day of [insert] 2006.

(Signature)
[insert name of signatory]
[insert designation of signatory]

(Duly authorised representative)


Vide power of attorney No. [insert]
Dated [insert]

Witness
[insert]
[insert]
Ref. No. Bank Guarantee No.
Dated:

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F-13

FORMAT FOR DECLARATION OF CREDIT INPUT IN BID PRICE.


NAME OF THE WORK:

NAME OF THE BIDDER:

I/ We certify that all the available input credits have been duly factored by me/us in
quoting the bid price.

(Signature of Bidder).

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F-14
PERFORMA OF INDEMNITY BOND

(To be executed on non-judicial stamp paper of appropriate value)

I, __________________ S/o _________ R/o ______________, _________________


(Designation) hereby execute and deliver this Indemnity Bond on behalf of M/s.
________________ (CONTRACTOR). I am the duly constituted Attorney of the
CONTRACTOR through Board of Directors resolution dated _________ and
competent to execute the present Indemnity Bond. (certified copy of the resolution is
annexed).

WHEREAS GUJARAT STATE PETRONET LTD (hereinafter referred to as “GSPL”)


which expression shall unless repugnant to the context includes their legal
representatives, successors and assigns having their registered office at GSPL,
Sector – 11, Gandhinagar – 382 011, Gujarat (India) has entered into an Contract
with ______________________ (hereinafter referred to as the CONTRACTOR which
expression shall unless repugnant to the context include their legal representatives,
successors and assigns) for ____________________on the terms and conditions as
set out, inter-alia, in the Contract No................. Dated............. and various documents
forming part thereof hereinafter collectively referred to as the "CONTRACT" which
expression shall include all amendments, modifications and/or variations thereto.

AND WHEREAS

i) CONTRACTOR’s obligations continue to be performed on supplied material


(Free issue supplied material by GSPL to the Contractor and/or material supplied by the
Contractor for which full or part payment is claimed) and said material is required to be
under the possession of the CONTRACTOR and/or its sub-supplier/sub-vendor. Such
material is handed over to the CONTRACTOR or its sub-supplier/sub-vendor for the
purpose of execution of the said CONTRACT by the CONTRACTOR (hereinafter for
the sake of brevity referred to as the "said materials") and pending execution by the

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CONTRACTOR of the CONTRACT the said materials shall be under the custody and
charge of the CONTRACTOR and shall be kept, stored, altered, worked upon and/or
fabricated at the sole risk and expense of the CONTRACTOR.

ii) As a pre-condition to the supply of the said materials by GSPL to the


CONTRACTOR, GSPL has required the CONTRACTOR to furnish to GSPL an
Indemnity Bond in the manner and upon terms and conditions hereinafter indicated.

NOW, THEREFORE, in consideration of the premises aforesaid the CONTRACTOR


hereby irrevocably and unconditionally undertakes to indemnify and keep indemnified
GSPL from and against all loss, damage and destruction (inclusive but not limited to
any or all loss or damage or destruction to or of the said materials or any item or part
thereof by theft, pilferage, fire, flood, storm, tempest, lightning, explosion, storage,
chemical or physical action or reaction, binding, warping, exposure, rusting, faulty
workmanship, faulty fabrication, or faulty method or technique of fabrication, strike, riot,
civil commotion, or other act or omission or commission whatsoever within or beyond
the control of the CONTRACTOR, misuse and misappropriation (inclusive but not
limited to the misuse or misappropriation by the CONTRACTOR and the
CONTRACTOR's Sub-supplier/sub-vendor) whatsoever to, or of in the said materials or
any part of them thereof from the date that the same or relative part of item thereof was
supplied to the CONTRACTOR upto and until the date of return to GSPL of the said
materials or relative part of item thereof or completed fabricated works(s) incorporating
the said material and undertake to pay to GSPL forthwith on demand in writing without
protest or demur the value as specified by GSPL of the said material or item or part
thereof, lost, damaged, destroyed, misused and/or misappropriated, as the case may
be or, together with GSPL's costs and expenses (inclusive of but not limited to handling,
transportation, cartage, insurance, freight, packing and inspection costs/or expenses
upto) and aggregate limit of ________________________________
(________________________________________________________________
_________________________________) {the currency to be currency of bid}.

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AND THE CONTRACTOR hereby agrees with GSPL that:

i) This Indemnity/Undertaking shall be a continuing Indemnity/ Undertaking and


shall remain valid and irrevocable for all claims of GSPL arising hereunder upto and
until the midnight of ________________. However, if the CONTRACT for which this
Indemnity/Undertaking is given is not completed by this date, the CONTRACTOR
hereby agrees to extend the Indemnity/Undertaking till such time as is required to fulfil
the CONTRACT.

ii) This Indemnity/Undertaking shall not be determined by any change in


constitution or upon insolvency of the CONTRACTOR but shall be in all respects and
for all purposes be binding and operative until payment of all moneys payable to GSPL
in terms of hereof.

iii) The mere statement of allegation made by or on behalf of GSPL in any notice
or demand or other writing addressed to the CONTRACTOR as to any of the said
material or item or part thereof having been lost , damaged, destroyed, misused or
misappropriated while in the custody of the CONTRACTOR and/or prior to completion
of the completed fabricated work(s) and delivery to job site thereof incorporating the
said materials shall be conclusive of the factum of the said material or item or part
thereof having been supplied to the CONTRACTOR and/or the loss, damage,
destruction, misuse or misappropriation thereof, as the case may be, while in the
custody of the CONTRACTOR and/or prior to the completion of the completed
fabricated work(s) and delivery to job site thereof incorporating the said materials
without necessity on the part of GSPL to produce any documentary proof or other
evidence whatsoever in support of this.

iv) The amount stated in any notice of demand addressed by GSPL to the
CONTRACTOR as to the value of such said materials lost, damaged, destroyed,
misused or misappropriated, inclusive relative to the costs and expenses incurred by
GSPL in connection therewith shall be conclusive of the value of such said materials
and the said cost and expenses as also of the amount liable to be paid to GSPL to

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produce any voucher, bill or other documentation or evidence whatsoever in support


thereof and such amount shall be paid without any demur and on demand and no
dispute shall be raised concerning the same.

The undersigned has full power to execute this Indemnity Bond on behalf of the
CONTRACTOR under the Power of Attorney dated______.

(SIGNED BY COMPETENT AUTHORITY)


(Certified Copy of the Board Resolution and/or Power of Attorney is attached).

Place:

Dated:

Official seal of the CONTRACTOR

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F-15

CERTIFICATE
Gujarat State Petronet Ltd,
GSPL Bhavan,
Sector 11, Gandhinagar-382011
Gujarat, INDIA

Dear Sir,
If we become a successful bidder and pursuant to the provisions of the bid documents award is given
to us for Laying of Pipe Lines in one or more sections, the following certificate shall be automatically
enforceable:

“We agree and acknowledge that the Employer is entering into the Contract solely on its own behalf
and not on behalf of any other person or entity. In particular, it is expressly understood and agreed
that the Government of India is not a party to the Contract and has no liabilities, obligations or rights
there under. It is expressly understood and agreed that the Employer is authorised to enter into
Contract, solely on its own behalf under the applicable laws of India. We expressly agree,
acknowledge and understand that the Employer is not an Authorised Representative, representative or
delegate of the Government of India. It is further understood and agreed that the Government of India
is not and shall not be liable for any acts, omissions, commissions, breaches or other wrongs arising
out of the Contract. Accordingly, we hereby expressly waive, release and forego any and all actions or
claims, including cross claims, VIP claims or counter claims against the Government of India arising
out of the Contract and covenants not to sue to Government of India as to any manner, claim, cause
of action or things whatsoever arising of or under the Contract.”

Seal and Signature of Bidder

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F-16

CHECK LIST
Bidders are requested to duly fill in the checklist. This checklist gives only certain important items to
facilitate the bidder to make sure that the necessary data/information as called for in the bid document
has been submitted by them along with their offer. This, however, does not relieve the bidder of his
responsibilities to make sure that his offer is otherwise complete in all respects.

Please ensure compliance and tick (√) against following points:

S. NO. DESCRIPTION STATUS

1.0 Signing and stamping each sheet of offer, original bid document
including drawings, addendum (if any)

2.0 Confirm that the following details have been submitted in the Un-priced
part:

a) Covering Letter, Letter of Submission

b) Bid Security

c) Duly signed and stamped copy of bid document along with


drawings and addendum (if any)

d) Power of Attorney in the name of person signing the bid

e) Detailed Construction Methodology proposed to be adopted for


execution of work

f) QA/QC and HSE program relevant to this work

g) Time for Completion in the form of Bar Chart separately for each
spread quoted

h) Fresh Solvency Certificate from banker. Date of issued of this


certificate should not be earlier than 1 year from due date of
opening of Techno-Commercial part
i) Copies of documents defining constitution or legal status, place of
registration and principal place of business of the Company

j) Bidders Declaration that they are not under any liquidation court
receivership or similar proceedings.

k) Details and documentary proof required against qualification


criteria along with complete documents establishing ownership of
equipments as per SCC are enclosed

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l) MOU / letter of commitment with the proposed sub-contractors /


suppliers as per tender requirement

m) Confirm submission of documents along with techno-commercial


bid as listed out in F-3 of Section VIII

3.0 Confirm that all forms are enclosed with the bid duly signed by
authorised persons

4.0 Confirm that the price bid has been duly filled in for each item,
signed and stamped on each page separately for each spread
quoted.
5.0 Confirm that proper page nos. have been given in sequential way
in all the documents submitted along with your offer with Index.

6.0 Confirm that any correction in the Un-priced part has been
initialled and stamped.

7.0 Confirm that any correction in the “Price Part” part has been
signed in full and stamped

8.0 Confirm that Consortium Agreement is submitted along with the


offer in case of Consortium Bid.

9.0 Confirm that compliance for deployment of equipments as per


SCC clause

(Seal and Signature of Bidder)

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F-17
Contractor HSE Agreement

As a contractor working for or on behalf of GSPL here by agree that any person
employed directly or indirectly by
___________________________________________________________________
___

Will comply with all of its approved and/or GSPL’s HSE Policies and standards while
performing work or services or supplying material or material on or at any of GSPL
facilities, location, or yards, and that all work performed by Contractors shall be
performed in a safe, environmentally sensitive manner. Contractor hereby
acknowledges its understanding that failure to do so may result in Contractor’s
Permanent Removal from GSPL’s approved vendor list.

Nothing in this Agreement shall act to amend or alter the GSPL Service Agreement
except as specifically noted below:

Any inconsistencies between this HSE Agreement and the GSPL Service
Agreement shall be construed in favour of this HSE Agreement.

It is the responsibility of Contractor to educate Contractor’s employees and agents in


GSPL’s HSE policies and standards, and to ensure that Contractor’s employees and
agents abide by such policies and standards while on GSPL’s facilities, locations, or
yards for whatever reason.

Without limiting the agreed to responsibility of Contractor to abide by all of GSPL’s


HSE Policies and standards, Contractor agrees to the specific provisions listed
below:

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Contractors must take all necessary precautions for the safety of all personnel at the
worksite. This includes ensuring that all Contractor personnel at worksite are being
appropriately trained in the job to be performed Contractor will comply with all GSPL
and local safety/environmental laws, rules, and regulations.

All work will be performed in a safe, environmentally sensitive and workmanlike


manner.

Using, possessing, or being under the influence of intoxicants or illegal drugs on


GSPL (Owned & Hired) premises is strictly forbidden. Possession of firearms or
deadly weapon is not allowed. Entry into a GSPL property constitutes consent to and
recognition of the right of GSPL to conduct searches for the above referenced.

Contractors will provide necessary safety equipment for their employees and ensure
their subcontractors have all necessary equipment. Approved quality Hardhats,
Safety Glasses, and Steel-toed Safety Shoes are required on all GSPL locations.
Other equipment requirements such as hearing, respiratory, hand protection, etc.,
will be mandated by nature of operations carried out.

A safety belt/harness with a secured safety line must be worn whenever personnel
are subjected to a fall potential of 6 feet or more an not otherwise protected.

Contractors must provide sufficient fire fighting equipments and maintain the same
in good condition. They should take necessary steps to ensure that at least one
person is always present who is competent to use the fire fighting equipments.

Contractors must report all injuries and incidents (including property damages and
near misses) in a timely manner to the GSPL Supervisor or designated alternate, as
well as the appropriate authorities. Caution shall be taken to avoid spills and
releases. Appropriate measures will be taken to clean up any that do occur.

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Contractors must provide first aid facilities on each construction site. They should
also ensure availability

No chemical may be brought on a GSPL location unless properly labeled and with
manufacturer’s Material Safety Data Sheets (MSDS). Contractor is required to brief
GSPL’s employee and other personnel at location regarding work practices and
personal protective equipment necessary to safely handle each chemical.

Approval must be obtained from the GSPL Supervisor or designated alternate prior
to operating valves or equipment except in a life-threatening situation.

Lockout/tagout procedures must be administered when repair and/or maintenance is


being performed on any equipment.

Work procedures need to be reviewed with the GSPL Supervisor prior to


commencing major work.

Confined space entry work shall not be performed on a GSPL location without
complete review of applicable GSPL policies and standards with the GSPL
Supervisor, including completion of all GSPL certification requirements.

Excavating and trenching shall not be performed without complete review of


applicable GSPL policies and standards with the GSPL Supervisor.

Any work affiliated with GSPL operations that require an open flame or results in a
spark must be approved and permitted by a Hot Work Permit.

Contractor must conduct or attend a pre-job HSE meeting prior to commencing


operations. Review of these policies and standards with all onsite personnel is
required along with other safety and environmental requirements pertaining to the
work performed. This meeting shall be documented by signatures of all attendees

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and their employers. A copy of this documentation will be provided to the GSPL
Supervisor or designated alternate.

Contractors will strictly adhere to GSPL’s Waste Management Plans prepared for
wastes generated while on GSPL’s facility. If a waste is generated for which there is
no Plan, a GSPL Supervisor must be notified prior to disposal.

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Padamla Godhara Pipe Line Project GSPL/TS/110/001
Gujarat State Petronet Ltd SECTION – VIII (FP) Rev 0

Form of Contract Agreement (Draft)

ENGINEERING, PROCUREMENT, CONSTRUCTION AND COMMISSIONING


CONTRACT

Between

Gujarat State Petronet Limited (GSPL)

And

________________

_______, 2006

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Form of Contract Agreement (Draft)

THIS CONTRACT AGREEMENT is made the day of , 200 .

BETWEEN

(1) [Name of Owner], a company incorporated under the laws of [country of Owner] and
having its principal place of business at [address of Owner] (hereinafter called “the Owner”,
which expression shall, unless repugnant to or inconsistent with the context, mean and
include any successors or permitted assigns), of the FIRST PART; and

(2) [insert], a company duly incorporated and existing under the laws of [insert], with its
head office at [insert], (hereinafter referred to as the “Consortium Leader”, which expression
shall, unless repugnant to or inconsistent with the context, mean and include any successors
or permitted assigns) of the SECOND PART; and

(3) [insert], a company duly incorporated and existing under the laws of [insert], with its
registered office at [insert] (hereinafter referred to as “Consortium Partner 2”, which
expression shall, unless repugnant to or inconsistent with the context, mean and include any
successors or permitted assigns) of the THIRD PART; and

(4) [insert], a company duly incorporated and existing under the laws of [insert], with its
registered office at [insert] (hereinafter referred to as “Consortium Partner 3”, which
expression shall, unless repugnant to or inconsistent with the context, mean and include any
successors or permitted assigns) of the FOURTH PART.

In this Contract Agreement, the parties of the SECOND, THIRD AND FOURTH PART
above are severally and jointly referred to as the “Contractor” and individually referred to as a
“Consortium Partner”. Additionally, the party of the FIRST PART and the Contractor are
individually referred to as a “Party” and collectively to as the “Parties”.

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WHEREAS the Owner desires to engage the Contractor to design, manufacture, test, deliver,
install, complete and commission certain Facilities, as defined in the Conditions of Contract
forming part of this Contract, and the Contractor represents that it has the experiences and
capabilities to perform the Work necessary for the completion of the Facility in accordance
with the Contract.

WHEREAS, the Contractor has agreed to such engagement upon and subject to the terms and
conditions hereinafter appearing.

NOW THEREFORE THIS AGREEMENT FOR ERECTION, PROCUREMENT,


CONSTRUCTION AND COMMISSIONING WITNESSETH AS UNDER:

Article 1. 1.1 Contract Documents (Reference GCC Clause 2)


Contract 1.1 The following documents, together with their respective attachments
Documents and appendices, shall together constitute the Engineering, Procurement,
Construction and Commissioning Contract (the “Contract”) between the
Owner and the Contractor, and each shall be read and construed as an
integral part of the Contract, and the term "Contract" in all such
documents shall be construed accordingly:
(a) This Contract Agreement and the Appendixes hereto
(b) Bid and Price Schedules
(c) Special Conditions of Contract
(d) General Conditions of Contract
(e) Instructions to Bidders
(f) Technical Specifications, Drawings and Data Sheets
(g) Procedures (as listed)
(h) Any other documents shall be added here

1.2 Order of Precedence (Reference GCC Clause 2)


In the event of any ambiguity or conflict between the Contract

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Documents listed above, the order of precedence shall be the order in


which the Contract Documents are listed in Article 1.1 (Contract
Documents) above.

1.3 Definitions (Reference GCC Clause 1)


Unless otherwise set forth in this Contract Agreement, capitalized words
and phrases used herein shall have the same meanings as are ascribed to
them in the General Conditions of Contract.

1.4 Scope of Work


1.4.1 The Contractor shall:
(1) Provide, furnish and perform, or cause to be provided, furnished
and performed, on a turnkey basis all necessary design, engineering,
procurement, supplies, installation, erection, construction, testing,
commissioning, operation and turning over services, activities and work
(including all rectification and remedial services, activities and work
relating to defects and deficiencies) for the Plant and Equipment and the
Facilities ; and
(2) Provide all necessary and sufficient Contractor’s Equipment and
experienced personnel having the requisite expertise for the above
purposes;
in accordance with the Scope of Work (as set out in the Conditions of
Contract) and the other terms, provisions and requirements of this
Contract, including the Contract Schedule and the Technical
Specifications and, even where not specifically described in the Scope of
Work, and the other terms, provisions and requirements of this Contract,
including the Contract Schedule and Technical Specifications, if:
(a) It reasonably may be inferred in accordance with Good Industry
Practice that the providing, furnishing or performing or causing
the provision, of such additional items was contemplated as part
of the Work (including the Technical Specifications); or

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(b) The providing, furnishing or performing or causing the provision,


furnishing and performance of such additional items is necessary
in order for Contractor to satisfy the Functional Guarantees and
the warranties set forth in this Contract and to make the Facilities
operable and capable of performing as specified in the Technical
Specifications or as otherwise necessary in order to comply with
the requirements of this Contract.
2.1.2 Without limiting the ambit of the foregoing, wherever this
Contract describes any portion of the Work in general terms, but not
complete in detail, Contractor agrees that the Work shall include any
incidental work, activities and services which may be reasonably inferred
as required or necessary to complete and render the Facilities operable in
accordance with the terms and conditions of this Contract and Owner
shall have no obligation or responsibility whatsoever (except as
specifically set forth in this Contract) with respect to the completion of
the Facilities.
1.4.2 After Mechanical Completion of each of the Facilities, Contractor
shall carry out Commissioning, start-up and testing of the Facilities and if
requested by Owner, shall provide advisory assistance in connection with
the operation and maintenance of the Facilities and shall provide all
necessary and sufficient experienced personnel having the requisite
expertise for the prompt performance of any rectification and remedial
work required until Operational Acceptance of the Facilities in
accordance with this Contract.
1.4.3 Except as otherwise expressly provided in this Contract,
Contractor agrees and acknowledges that Contractor shall perform all of
its obligations and responsibilities under this Contract at its own risk,
cost and expense.
1.4.4 Contractor shall ensure that the Facilities shall be fit and suitable
for its intended purpose (including attaining the Functional Guarantees)
as evidenced by, or reasonably to be inferred from, this Contract and

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shall fully comply with this Contract.


1.4.5 The foregoing obligations, work, services, activities and
responsibilities of Contractor as more fully set forth in this Contract,
including the Scope of Work, the Technical Specifications and the
obligations under this Article 1.4 are hereinafter collectively referred to
as the “Work”.
1.4.6 Work undertaken, Plant and Equipment (including components
thereof), Contractor’s Equipment, labour and personnel and additional
items provided pursuant to this Article 1.4 shall not give rise to any
adjustment or variation in the Contract Price, the Contract Schedule or
any other term or condition of this Contract and shall be included in and
comprise the Work for all purposes of this Contract.

Article 2. 2.1 Contract Price (Reference GCC Clause 10)


Contract The Owner hereby agrees to pay to the Contractor the Contract Price in
Price and consideration of the performance by the Contractor of its entire
Terms of obligations hereunder. The Contract Price shall be as specified in Price
Payment Schedule No. 4 (Grand Summary),
The Parties acknowledge and agree that this Contract is a lump-sum firm
fixed price time certain turnkey contract and Contractor’s obligation to
provide, furnish and perform its services, activities and work under this
Contract includes Contractor providing Owner with the operating and
completed Facilities, complete in every detail within the time and for the
purposes specified in this Contract and to do and furnish to the Owner
everything necessary in connection herewith.

2.2 Terms of Payment (Reference GCC Clause 11)


The terms and procedures of payment according to which the Owner will
reimburse the Contractor are given in the corresponding Appendix

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(Terms and Procedures of Payment) hereto.


Article 3. 3.1 Effective Date (Reference GCC Clause 1)
Effective The Time of Completion of the Facilities shall commence from the date
Date for of issue of Letter of Acceptance by the Owner. The Letter of Acceptance
Determining was issued by the Owner on _________ and hence the Facilities shall be
Time for completed by ___________.
Completion
Article 4. 4.1 The Appendixes listed in the attached List of Appendixes shall be
Appendixes deemed to form an integral part of this Contract Agreement.

4.2 Reference in the Contract to any Appendix shall mean the


Appendixes attached hereto, and the Contract shall be read and construed
accordingly.
Article 5 5.1 In consideration of the payment to be made by the Owner to the
Contractor as provided in the Contract, the Contractor covenants with the
Contractor’s
Owner to undertake the Work in accordance with the provisions of the
covenant Contract.
.
Further, parties of third part and fourth part hereby irrevocably and
unconditionally appoint party of second part as the Consortium Leader
and authorize the Consortium Leader to represent the consortium, take
decisions on behalf of the consortium, give undertaking, undertake
liability and to do all such acts, things and deeds as may be required for
performance of this contract. The consortium members hereby agree that
the composition or constitution of the consortium shall not be altered
without prior written approval of the Owner.

Article 6 6.1 In consideration of the Contractor carrying out the Works in


accordance with the provisions of the Contract, the Owner hereby
Owner's covenant
covenants to pay to the Contractor the Contract Price at the times and in
the manner prescribed by the Contract strictly in accordance with the
Contract and to perform its obligations as set forth in the Contract.

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IN WITNESS WHEREOF the Owner and the Contractor have caused this Agreement to be
duly executed by their duly authorized representatives the day and year first above written.

Signed by, for and on behalf of the Owner

[Signature]

[Title]

in the presence of

Signed by, for and on behalf of the Contractor

[Signature]

[Title]

in the presence of

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